Lumibird SA (ENXTPA:LBIRD) made a non-binding conditional offer to acquire Lasers and Ultrasound Business Segment from Ellex Medical Lasers Limited (ASX:ELX) on November 27, 2019. Lumibird SA (ENXTPA:LBIRD) signed a binding share sale and purchase agreement to acquire Lasers and Ultrasound Business Segment from Ellex Medical Lasers Limited (ASX:ELX) for approximately AUD 100 million on December 23, 2019. The purchase consideration is subject to adjustments relating to Ellex's iTrack, 2RT and assigned corporate costs at completion. The purchase price to be received by Ellex Medical for the transaction is AUD 100 million (plus interest of 1.5% per annum for the period between 30 June 2019 and Completion, minus any leakage), of which AUD 2 million will be escrowed and the rest received as immediately available funds in cash. The AUD 2 million escrowed amount will be released to Ellex Medical in two tranches; AUD 0.5 million will be released three months after the date tax returns are lodged for the Target Entities for the financial year ending June 30, 2020; and the remaining amount will be released on the 12 month anniversary of Completion, subject to there being no warranty claims against the Seller under the Share Sale Agreement. The proposed transaction specifically excludes the Ellex 2RT and Ellex iTrack business segments. Lumibird will also assume ownership of the Ellex manufacturing facility in Adelaide, Australia. The consideration will be financed partly through equity and bank debt. The new Ellex will be subject to a change in name post-transaction completion and will continue to trade as a public company. In case of termination Ellex has to pay Lumibird a break fee of AUD 1 million.

The transaction is subject to Ellex completing a restructure of the business to facilitate the sale to Lumibird of the required Ellex subsidiaries, Ellex obtaining an Independent Expert's Report which concludes that the transaction is fair and reasonable to Ellex shareholders, environmental condition achieved, lenders consent, FIRB and clearance by the Australian Competition and Consumer Commission (ACCC) and customary closing conditions. The transaction is also subject to approval by Ellex shareholders in a general meeting which will held in late March 2020. The transaction is approved by the board of directors of both groups. Ellex Board of Directors unanimously recommend the transaction. As on February 20, 2020, general meeting of Ellex shareholders will be held in late April 2020 to approve the transaction. As of March 24, 2020, the FIRB condition and the environmental certificate condition have been satisfied and the Independent Expert has determined that the Transaction is fair and reasonable to the Shareholders of Ellex. As of April 24, 2020, the shareholders of Ellex Medical Lasers Limited approved the transaction in the extraordinary general meeting. On May 1, 2020, Ellex announced that the parties are continuing to work on the remaining conditions under the purchase agreement. Also, the ACCC has advised both parties that it will commence the public review of the acquisition, with an indicative decision date of June 25, 2020. As on June 11, 2020, the ACCC has announced that it will not oppose this transaction. The transaction is expected to complete in late April 2020. Subject to receipt of shareholder approval on April 24, 2020 and satisfaction of all other Conditions Precedent, it is expected that completion will occur on or about April 30, 2020. As of June 26, 2020, all the remaining conditions have now been satisfied and the transaction is expected to be completed by June 30, 2020. Ellex Medical proposes to distribute approximately AUD 61 million of the purchase price received at Completion to Shareholders, of which up to AUD 41.5 million (approximately AUD 0.29 per Share) will be a return of capital subject to the passing of Resolution 3 and approximately AUD 0.14 per Share will be a franked dividend. As of May 4, 2020, the transaction is expected to close in mid 2020. Loretta Reynolds, Annabel West and Sanushka Seomangal of Thomson Geer acted as legal advisor to Ellex Medical Lasers Limited. Grant Thornton Corporate Finance Pty Ltd acted as Independent Expert to Ellex Medical Lasers. Jean-Charles Benois and Elodie Dellis of CMS Francis Lefebvre Avocats, Paul King, Vanessa Elias and Rhys Guild of MinterEllison and Tiffany Leach, Nirangjan Nagarajah and Ruveena Kaliannan of White & Case acted as legal advisors while Nicolas Blunt, Jessica Sim, Matt Zhan, Marco Dias and Matthew Kelly of KPMG acted as accountant to Lumibird in the transaction.

Lumibird SA (ENXTPA:LBIRD) completed the acquisition of Lasers and Ultrasound Business Segment from Ellex Medical Lasers Limited (ASX:ELX) on June 30, 2020. Nova Eye Medical Limited received AUD 97.4 million after closing adjustments and NEML retained the iTrack and 2RT businesses. The purchase consideration is inclusive of AUD 2 million of escrow funds which will be released on the fulfilment of certain obligations by the seller. Lumibird paid bank borrowings of AUD 4.5 million relating to the Lasers & Ultrasound business on the settlement date.