- Proposed capital increase with preferential subscription
rights, to be carried out in January 2024 to strengthen IMPLANET’s
equity capital and enable business development, subject to a vote
at a General Meeting to be held at the end of 2023
- Commitment by Sanyou Medical to contribute €5.0 million to this
transaction under the usual conditions
- Request by Sanyou Medical to the AMF for an exemption from the
obligation to file a draft public offering
Regulatory News:
IMPLANET (Euronext Growth: ALIMP, FR0013470168, eligible for
PEA-PME plans), a medical technology company specializing in
vertebral implants for orthopedic surgery and the distribution of
technological medical equipment, announced the conclusion of an
agreement with Sanyou Medical, its reference shareholder,
concerning its participation in an capital increase for a total of
€5 million to strengthen Implanet's capital and enable the
commercial development of its medical devices.
Ludovic Lastennet, IMPLANET’s CEO, stated: “I am
delighted to announce the signing of this agreement with Sanyou
Medical, our reference shareholder, for the provision of €5 million
in financing. This agreement testifies to our partner's confidence,
and is in line with our commercial agreements and joint product
development.”
The Company plans to raise between €5.5 million and €6.4 million
over the next few months (excluding the possible exercise of a
maximum 15% extension option).
This operation would take the form of a capital increase by
issue with preferential subscription rights open to all
shareholders at a maximum unit price of €0.13, in connection with a
new authorization to be sought from shareholders in November 2023
at the close of a General Meeting convened for this purpose.
Sanyou Medical, which holds a 41.03% stake in IMPLANET’s
capital, committed itself, in the context of the implementation of
such a transaction, to subscribe to the capital increase in cash,
on an irreducible and reducible basis, subject to (i) the agreement
of Sanyou's Board of Directors, (ii) obtaining a waiver from the
Autorité des Marchés Financiers (AMF) of the obligation to file a
public tender offer (in accordance with provisions 234-8 and 234-9,
2° of the AMF General Regulations) in the event of a
post-transaction crossing of the 50% capital threshold, and (iii)
the approval of the relevant Chinese government authorities.
Depending on the level of IMPLANET shareholder participation,
Sanyou Medical could be required to exceed the threshold of 50% of
IMPLANET's capital and voting rights, i.e. the threshold triggering
a mandatory tender offer.
In case of a subscription of €5 million by Sanyou Medical, i.e.
78% of a proposed total transaction of €6.4 million, Sanyou
Medical's percentage holding would increase to 61.25%1.
Assuming a subscription of €5 million by Sanyou Medical, i.e.
90% of a proposed total transaction of €5.5 million, Sanyou
Medical's percentage holding would increase to 66.05%2 of
IMPLANET’s capital.
Sanyou Medical also requested to be granted the majority of
directorships on the Company's Board of Directors as from the
completion of its subscription.
The final terms of the transaction will be announced in a
forthcoming press release.
Sanyou Medical intends to file a request for exemption from a
public offer on the basis of article 234-9 2° of the general
regulations of the Autorité des Marchés Financiers (the
"AMF") concerning the completion of a capital increase,
subject to the approval of the General Meeting, in response to the
Company's financial difficulties.
IMPLANET's current cash position is not sufficient to finance
its activities over the next twelve months, and in particular the
continuing development of the Sanyou Medical project, given the
Company's current operational development plan (see 2023 half-year
results press release).
In addition, as this capital increase will take several months
to complete, the Company is actively seeking “bridge” financing
(see 2023 half-year results press release).
On the basis of current business assumptions and anticipated
commercial developments with Sanyou Medical, the Company estimates
that this capital increase, for a minimum amount of €5.5 million,
would give it financial visibility of over 12 months once
completed.
This financing will strengthen the Company's financial position,
enable it to meet its financial commitments and ensure the
commercial development of its medical devices in three main
areas:
- deploy the commercial and technological partnership with Sanyou
Medical for the joint development of a new European range of hybrid
posterior fixation systems;
- initiate distribution of the JAZZ® platform in China (the
world's leading spine market by volume) with Sanyou Medical;
- distribute high-tech medical equipment in Europe, such as the
ultrasonic medical scalpel from SMTP Technology Co.
Risk factors The Company
draws attention to the other risk factors relating to the Company
and its business set out in Chapter 4 "Risk factors" of the
Company's 2017 Reference Document filed with the AMF on April 16,
2018, under number D.18-0337, as well as in the annual financial
report for December 31, 2022.
About Sanyou Medical Founded in 2005, Shanghai Sanyou
Medical Co, Ltd. is a company dedicated to the R&D,
manufacturing and sales of innovative and independent orthopedic
products. The main products of Shanghai Sanyou are spinal and
trauma implants. Shanghai Sanyou is one of the few companies with
the ability to make original innovations based on clinical
requirements in the field of spinal implants in China.
The Company has established a complete product development
system with world-class R&D equipment and project management
systems to ensure that its products are advanced, effective and
reliable. By the end of 2021, the company had 27 registration
certificates for Class III medical devices and 395 patents
registered including 61 in inventions, 214 in utility models, 116
in designs and 4 in software copyrights.
About IMPLANET Founded in 2007, IMPLANET is a medical
technology company that manufactures high-quality implants for
orthopedic surgery and distributing medical technology equipment.
Its activity revolves around a comprehensive innovative solution
for improving the treatment of spinal pathologies (JAZZ®)
complemented by the product range offered by Orthopaedic &
Spine Development (OSD), acquired in May 2021 (thoraco-lumbar
screws, cages and cervical plates). Implanet’s tried-and-tested
orthopedic platform is based on the traceability of its products.
Protected by four families of international patents, JAZZ® has
obtained 510(k) regulatory clearance from the Food and Drug
Administration (FDA) in the United States, the CE mark in Europe
and ANVISA approval in Brazil. In 2022, IMPLANET entered into a
commercial, technological and financial partnership with SANYOU
MEDICAL, China's second largest medical device manufacturer.
IMPLANET employs 43 staff and recorded a consolidated revenue of
€8.0 million in 2022. Based near Bordeaux in France, IMPLANET
opened a US subsidiary in Boston in 2013. IMPLANET is listed on the
Euronext Growth market in Paris.
For further information, please visit www.Implanet.com.
Disclaimer This press release contains forward-looking
statements about Implanet and its business. Implanet believes that
these forward-looking statements are based on reasonable
assumptions. However, no assurance can be given that the forecasts
expressed in these forward-looking statements will materialize, as
they are subject to risks, including those described in Implanet's
reference document filed with the Autorité des marchés financiers
(AMF) on April 16, 2018 under number D.18-0337 and in the annual
financial report for December 31, 2022, which are available on the
Company's website (www.implanet-invest.com), and to changes in
economic conditions, financial markets and the markets in which
Implanet operates. The forward-looking statements contained in this
press release are also subject to risks that are unknown to
Implanet or that Implanet does not currently consider material. The
occurrence of some or all of these risks could cause Implanet's
actual results, financial condition, performance or achievements to
differ materially from those expressed in the forward-looking
statements. This press release is for information purposes only and
does not and shall not under any circumstances constitute an offer
to sell or subscribe, or the solicitation of an order to buy or
subscribe, Implanet securities in any country.
_________________________ 1 Calculation based on the following
assumptions: (i) a proposed global transaction of €6.4 million and
(ii) a subscription price of €0.13. 2 Calculation based on the
following assumptions: (i) a proposed global transaction of €5.5
million and (ii) a subscription price of €0.13.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230927878307/en/
IMPLANET Ludovic Lastennet, CEO David Dieumegard, CFO +33
(0)5 57 99 55 55 investors@Implanet.com
NewCap Investor Relations Mathilde Bohin Nicolas Fossiez
+33 (0)1 44 71 94 94 Implanet@newcap.eu
NewCap Media Relations Arthur Rouillé +33 (0)1 44 71 94
94 Implanet@newcap.eu
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