Medaphor Group Plc (AIM:MED) agreed to acquire Intelligent Ultrasound Limited from IP Venture Fund II LP, a fund managed by Top Technology Ventures Limited, Oxford Invention Fund, a fund managed by Oxford University Innovation Ltd, Investment Arm, and IP Group Plc (LSE:IPO) for £3.6 million on September 19, 2017. The consideration will be satisfied predominantly by the issuance of new ordinary shares of Medaphor and partly in cash to the vendors of Intelligent Ultrasound. IP Group currently owns, across various entities in aggregate 30% of the issued share capital of Intelligent Ultrasound and has an outstanding convertible loan with the company. Upon conversion of the convertible loan immediately prior to Completion, IP Group will own 40.9% of the issued share capital of Intelligent Ultrasound. Under the terms of the acquisition agreement, IP Group entities will be issued 7.6 million new ordinary shares in exchange for its ordinary shares in Intelligent Ultrasound. In addition, certain parties which IP Group are deemed to be acting in concert with, and who are also shareholders in Intelligent Ultrasound, will be issued 2.1 million new ordinary shares. In both cases, two thirds of these ordinary shares will be issued at completion and one third of the ordinary shares will be issued on the first anniversary. The Concert Party may also receive up to a further 0.78 million ordinary shares under the terms of the acquisition agreement on the due date in satisfaction of its portion of the deferred consideration, subject to certain targets of Intelligent Ultrasound being met.

The deferred consideration will only be payable on or within 10 business days of the due date if Intelligent Ultrasound or any affiliate of Intelligent Ultrasound which markets Intelligent Ultrasound's products, technology or associated services (''Affiliate'') enters into a contract or contracts with any original equipment manufacturer (OEM) on or before December 31, 2017 under which the OEM(s) have made legally binding undertakings to pay Intelligent Ultrasound or the Affiliate at least £.77 million in aggregate by December 31, 2020 in return for the products, technology or associated services of Intelligent Ultrasound (the ''Future Contracts''). The due date will be January 15, 2018 to the extent that an aggregate of at least £0.77 million is payable by the OEM(s) under the Future Contracts by December 31, 2020 without the need for achievement of conditions, milestones or deliverables (save for compliance by Intelligent Ultrasound or the Affiliate with its obligations under the Future Contracts). To the extent that an aggregate of at least £0.77 million is payable by the OEM(s) by December 31, 2020 subject to the achievement of certain conditions, milestones or deliverables (save for compliance by Intelligent Ultrasound or the Affiliate with its obligations under the Future Contracts), the deferred consideration will be paid at a later date, once at least £0.77 million has become payable by the OEM(s) under such future contracts by December 31, 2020 without the need for achievement of any further conditions, milestones or deliverables.

For the year ended September 30, 2016, Intelligent Ultrasound Limited made a net loss of £0.65 million and net liabilities of £0.05 million. The completion of the transaction is subject to Medaphor's shareholders' approval. The Independent Directors of Medaphor Group Plc unanimously recommended that shareholders vote in favour of the transaction. Bobbie Hilliam, Michael Johnson, and Julian Morse Cenkos Securities plc (AIM:CNKS) acted as nominated financial advisor and corporate broker to Medaphor. Paul McManus and Anna Dunphy Walbrook PR acted as public relation advisor to Medaphor.