HTL Hamilton Thorne Inc

Hamilton Thorne Ltd. (TSX-V: HTL) ("Hamilton Thorne" or the "Company"), a leading provider of precision instruments, consumables, software and services to the Assisted Reproductive Technologies ("ART") research, and cell biology markets, today announced that it has closed the acquisition (the "Transaction") of Microptic, S.L. ("Microptic") effective as of November 30, 2022.

Microptic, based in Barcelona, Spain is a leading developer of artificial intelligence (“AI”) enabled CASA software, consumables, and image analysis systems for the ART and laboratory markets worldwide. The Transaction expands Hamilton Thorne's product offerings and provides the Company with profitable operations in the well-established European ART market. For the trailing twelve months ending September 30, 2022, Microptic had revenues of approximately €3.6 million (US$3.8 million) and Adjusted EBITDA of approximately €1.0 million (US$1.1 million).

Key Benefits of the Transaction:

• Addition of Microptic’s profitable portfolio of AI-enabled CASA software and other product offerings that are highly complementary to Hamilton Thorne’s existing product and service offerings
• Opportunity to utilize expanded AI software expertise with existing Hamilton Thorne and future products
• Diversifies and increases CASA product offerings and high margin software and consumables revenue
• Direct sales team in Spain enhances the Hamilton Thorne sales and support platform for the entire portfolio of CASA products in Europe
• Expands reach in Asia Pacific markets
• Non-dilutive transaction financed through the expansion of an existing credit facility and cash on hand
• Expected to be immediately accretive to revenue and EBITDA

"We are excited to welcome our new partners from Microptic to the Hamilton Thorne family. This acquisition enhances our product offerings in AI enabled CASA software, image analysis systems, consumables, and related products. Microptic is a well-established and respected provider of premium products that shares our total commitment to extremely high standards in customer service, quality products, and cutting-edge technology. It is my great honor to have all the Microptic employees and leadership team join the Hamilton Thorne team where we will collaborate as one unified organization and drive several new avenues of growth for our combined business.”

Eduard Sanchez, CEO of Microptic, commented, “Since our start 33 years ago, we have progressed to become a worldwide name in the male fertility market, with clients in more than 100 countries. We believe that our expertise in CASA systems and software development using AI techniques will significantly accelerate the growth of the Hamilton Thorne group. The management and board of Hamilton Thorne have worked collaboratively with us during this whole process, and we greatly look forward to the future.”

Acquisition Details

Pursuant to the Transaction, Hamilton Thorne indirectly acquired 100% of capital stock of Microptic based on an enterprise value of approximately €8.1 million (US$8.3 million) or approximately 8.1 times Microptic’s trailing twelve-months Adjusted EBITDA ending September 30, 2022. The nominal purchase price, paid in cash at closing, of approximately €9.9 million (~US$10 million) takes into account certain working capital and other adjustments, including approximately €2.1 million (~US$2.2 million) of cash transferred with the business.

The Transaction was financed with a drawdown of US$8.0 million from its line of credit facilities with its existing senior lender, Middlesex Savings Bank, and cash on hand. The line of credit converts post-closing to a secured five-year term loan at a fix interest rate of approximately 7% per annum, and amortizes over the life of the loan.

Francesco Fragasso, CFO of Hamilton Thorne, commented, “Post-closing our overall leverage ratio (EBITDA to Senior Debt) on a pro-forma basis is approximately 1.3. With the support of our bank, we expect to renew our acquisition line of credit at approximately US$7 million of availability. Together with our cash on hand of over US$15 million and our lines of credit, we have ample dry powder to continue our aggressive acquisition program.”

The Transaction is subject to receipt of final acceptance from the TSX Venture Exchange in accordance with its policies.

About Hamilton Thorne Ltd. (www.hamiltonthorne.ltd)

Hamilton Thorne is a leading global provider of precision instruments, consumables, software and services that reduce cost, increase productivity, improve results and enable breakthroughs in Assisted Reproductive Technologies (ART), research, and cell biology markets. Hamilton Thorne markets its products and services under the Hamilton Thorne, Gynemed, Planer, IVFtech, Embryotech Laboratories, Tek-Event brands, and Microptic, through its growing sales force and distributors worldwide. Hamilton Thorne’s customer base consists of fertility clinics, university research centers, animal breeding facilities, pharmaceutical companies, biotechnology companies, and other commercial and academic research establishments.

About Microptic. (https://www.micropticsl.com)

Microptic is leading developer of AI enabled CASA software, consumables, and image analysis systems for the ART and laboratory markets worldwide. Since the founding of the company in 1989, the main goal of the business is to produce high quality products that are continuously improved through their robust R&D department that creates robust robotic systems to automate microscopic analysis using the last innovative technology of AI, machine learning, and computer vision. Microptic provides product sales and services for the Microptic product lines, as well as selected third party products on a worldwide scale.

Neither the TSX Venture Exchange, nor its regulation services provider (as that term is defined in the policies of the exchange), accepts responsibility for the adequacy or accuracy of this release.

Note on Financial Statements and Non-IFRS Measures

The historical financial information of Microptic included in this press release is based on their preliminary unaudited financial statements for their trailing twelve months ending September 30, 2022 (the "Microptic Financial Statements"). The Microptic Financial Statements were prepared in accordance with Spanish generally accepted accounting principles. Accordingly, readers are cautioned that such results have not been reconciled to IFRS and may be subject to adjustment.

The reference to Adjusted EBITDA refers to earnings before interest, income taxes, depreciation, amortization, share-based compensation expense, acquisition, integration, and restructuring costs, impairment of intangibles, and other exceptional, non-recurring, or non-operational charges, expenses, gain, or income. Adjusted EBITDA is not a recognized measure under IFRS and does not have a standardized meaning under IFRS, and the method of calculation may differ from the methods used by other issuers. Investors are cautioned that Adjusted EBITDA should not be construed as an alternative to net and comprehensive earnings determined in accordance with IFRS as an indicator of performance, or as an alternative to cash flows from operating, investing and financing activities. Rather, these measures are provided as additional information to complement those IFRS measures. For further information on the Company's use of Adjusted EBITDA as a measurement, see the Company's most recent Management Discussion and Analysis for the Quarter ended September 30, 2022, a copy of which is available under the Company's profile on SEDAR at www.sedar.com.

Forward-Looking Statements

Certain information in this press release may contain forward-looking statements, including, without limitation, with respect to the integration of Microptic into the Company’s operations, the development of future product offerings, executed future margins, revenues and Adjusted EBITDA as a result of the Transaction, the ability of the Company to expand into different markets, the expansion of the Company’s existing credit facility and the terms thereof, the Company’s anticipated acquisition program and the impact of the Transaction on the Company. This information is based on current expectations and assumptions that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements unless and until required by securities laws applicable to the Company. Additional information identifying risks and uncertainties is contained in filings by the Company with the Canadian securities regulators, which filings are available at www.sedar.com.

For more information, please contact:
David Wolf, President & CEO		Francesco Fragasso, CFO
Hamilton Thorne Ltd.		Hamilton Thorne Ltd.
978-921-2050		978-921-2050
ir@hamiltonthorne.ltd		ir@hamiltonthorne.ltd
Glen Akselrod
Bristol Investor Relations
905-326-1888
glen@bristolir.com