aap Implantate AG sells its contract manufacturing business to Private Equity company; further focus on high growth trauma market

(PresseBox) ( Berlin, )
aap Implantate AG (XETRA: AAQ.DE) announced earlier today a definitive agreement under which a Private Equity Company will acquire its contract manufacturing business that is concentrated in its Dutch subsidiary, European Medical Contract Manufacturing B.V. (EMCM). The purchase price for all shares in EMCM is EUR 18 million and payable in cash under a deferred payment schedule. The cash consideration will flow to aap in three installments until the end of April 2014; one third of the purchase price has been received already. Closing (notarial attestation) of the agreement is expected to occur within the next days.

Kempen & Co and Linklaters acted as advisers to aap and EMCM in this transaction.

EMCM develops and manufactures sterile medicinal products for the Biomaterials, Pharmaceuticals and Tissue Engineering markets. It has GMP and ISO accredited facilities and conforms to the standards of the U.S. Food & Drug Administration (FDA), EMEA & ISO. EMCM achieved revenues of EUR 12 million in 2013.

The transaction will result in a one-time non-cash deconsolidation effect of approx. EUR 4.0 million to EUR 4.5 million. In the divestment process of EMCM and under the Company's strategic focus on Trauma and PMMA cement business, the company has decided to adjust its capitalization policy for its Biomaterials activities and not to pursue the respective development projects. This will result in a one-time non-cash extraordinary depreciation of capitalized development costs of approx. EUR 2.3 million. The company will take initiatives to divest these non-core products/projects. The mentioned effects will be accounted for in the consolidated financial statements for 2013 and the contract manufacturing business will be presented as a discontinued operation.

aap's full year 2013 financial guidance for sales of approx. EUR 40 million (+10%) and EBITDA of approx. EUR 7 million (+15%) is still intact, since the effects from this transaction and the adjusted policy for the capitalization of development costs for Biomaterials activities will lead to a one-time extraordinary depreciation of intangible assets (goodwill and capitalized development cost) of approx. EUR 6.3 million to EUR 6.8 million and hence will affect the EBIT, EBT and net result.

The transaction supports the Company's strategy to focus on its high growth Trauma business and on its acrylic bone cement business. It is aligned with the Company's primary goal to create value for its shareholders and will further simplify the Company's operating structure. By acquiring EMCM, the Private Equity Company enters into the contract manufacturing business and gains access to a product development pipeline.

The transaction will provide additional capital to invest in accelerating the development of the LOQTEQ® trauma product pipeline, the development of "IP"-protected silver coated trauma products, and the development of "IP"-protected resorbable magnesium trauma products. Both, silver and magnesium technology, bring a clear healthcare benefit for patients and help to save health care costs. The additional capital will also strengthen the Company's balance sheet, so will the further reduction of intangible assets (goodwill and capitalized development cost) as a result of the deconsolidation of EMCM. aap will also start to evaluate strategic acquisition opportunities that support its focus on the high growth trauma market.

Marek Hahn, Chief Financial Officer of aap, stated: "Over the last four years, we have made significant progress in transforming our business to deliver growth and enhanced financial performance. This transaction and thus related measures are a further clear illustration of the implementation of our corporate strategy to focus on our core competences trauma and PMMA bone cements. Furthermore, as a smaller company with fast growing trauma business we will devote our full resources and attention on accelerating growth opportunities in these areas, including margin improvements, extending the global reach and penetration of our products in key international markets. If we are going to supplement our organic growth with bolt-on acquisitions we will inform the market."

As a result of the transaction, aap plans to update its financial guidance for 2014 in its consolidated annual financial statements, which are currently scheduled for publication on March 31, 2014. Its previous guidance for the financial year 2014 from January is no longer valid.
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