• Strengthens Hamilton Thorne Footprint in Computer Assisted Semen Analysis (CASA) for the IVF clinic
• Significantly expands expertise in artificial intelligence (AI) enabled product offerings
• Expands direct sales and support platform for the Hamilton Thorne group’s product portfolio in Europe
Hamilton Thorne Ltd., a leading provider of precision instruments, consumables, software and services to the Assisted Reproductive Technologies (“ART”) research, and cell biology markets, announced that it has closed the acquisition (the “Transaction”) of Microptic, S.L. (“Microptic”) effective as of November 30, 2022.
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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.”
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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.”
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