Ascendis Health (Pty) Limited (JSE:ASC) entered into an agreement to acquire The Scientific Group Pty Ltd. from mstone Investment Corporation Limited (JSE:BRT) and Capitalworks Investment Partners (Pty) Limited for approximately ZAR 380 million in cash on October 27, 2014. The Purchase Consideration includes approximately ZAR 280 million of base consideration and additional consideration of maximum amount of ZAR 100 million payable only to the extent a pending specified contract is awarded to SG Diagnostics in 2015. An amount of ZAR 153 million on the closing date payable as settlement of various SG loan accounts, amount of ZAR 4.95 million on or before June 1, 2015, amount of ZAR 25.36 million on or before the sixth month anniversary of the closing date, amount of ZAR 26.15 million on or before the first anniversary of the closing date and amount of ZAR 73.89 million on or before the earlier of December 12, 2015 and the first anniversary of the closing date. Post acquisition, Ascendis Health Limited will dispose of Scientific Group's portion of the business that excludes the diagnostics business back to the selling shareholders. The base consideration will be discharged by Ascendis utilising existing cash resources, existing bank facilities available to the group and the proceeds of a planned issue of shares for cash to public shareholders. SG Diagnostics will be integrated into Ascendis Medical platform. Ascendis raised ZAR 330 million in equity and ZAR 80 million of irrevocable commitments to fund the acquisition.

The acquisition is subject to consent of SG's key suppliers to a change in control, implementation of the agreement pertaining to the disposal, Ascendis obtaining such regulatory approvals including the consent of the competition authorities by no later than 31 January 2015 and will conclude within five business days following the fulfilment of the conditions. SG Diagnostics is set to contribute a further ZAR 32.8 million profit after tax towards Ascendis' earnings on a historic last 12 months basis, resulting in a pro-forma 12% increase in the published annual earnings per share. As on March 2, 2015, the approval from the Competition Authorities has been granted and accordingly renders the acquisition unconditional. Coast2Coast Investments, Financial Advisory Arm acted as financial advisor for Ascendis.

Ascendis Health (Pty) Limited (JSE:ASC) completed the acquisition of The Scientific Group Pty Ltd. from mstone Investment Corporation Limited (JSE:BRT) and Capitalworks Investment Partners (Pty) Limited on March 2, 2015.