Lifecare has signed a term sheet to acquire the laboratory of Pfützner Science & Health Institute GmbH (the “Lab”) for a total consideration of up to Euro 1.175 million of which Euro 100,000 will be paid in cash, Euro 300,000 will be settled in new shares in Lifecare, and the remaining part of the consideration, up to EUR 775,000 will be settled through a profit-based combined cash and share earn-out within 2026.
For Lifecare, this acquisition means that the ongoing R&D process will be far more predictable and effective“, says Joacim Holter, Lifecare CEO.
Ensuring control of development is expected to represent immediate benefits:
– Significant cost savings.
– Increased control.
Lifecare will end being a customer of the Lab and get in a position to exercise control for development of the Sencell development and thereby be able to fully control the operational abilities and priorities.
– Increased capacity and flexibility.
Lifecare will be able to utilize the Lab´s capacity and customer orders according to its own needs.
– Better profitability.
The Lab has recurring revenue from third parties, based on already active service agreements 2021 and 2022.
– Strengthened relationship.
The affiliation of Prof. Pfützner, who is vital for the Lab as well as for Lifecare´s Sencell development as the company’s CSO, will partly be transformed from consultant selling services to Lifecare, into a combination of consultancy and employment. Prof. Pfützner and Lifecare agree to continue this transformation with the aim to establish the affiliation as a solely employment relationship in the future. Prof. Pfützner’s long term commitment to Lifecare AS will be strong due to the profit-based earn-out and payment in shares.
Lifecares’ acquisition of cantiMED UG, announced 24 June 2021 (renamed Nanobiosensors GmbH), includes a license ensuring Lifecare´s access to the patented Nano3DSense technology in the medical field. This implies a continuation of Lifecare’s license covering the field of diabetes, and in addition broadens the Lifecare license to cover the entire medical field.
By including the Lab into the Lifecare structure, as an integrated part of Nanobiosensors GmbH, Lifecare will enhance its operational abilities and ensure a dramatically improved capacity for R&D, wholly controlled by Lifecare.
The Board of Directors (“the Board”) of Lifecare has passed a resolution approving the termsheet and submitting its report and declaration in line with section 3-8 of the Norwegian Limited Liabilities Companies Act. Furthermore, the auditor of Lifecare has submittet the required confirmation in accordance with the said regulation.
Joacim Holter, CEO, Lifecare AS, email@example.com, +47 40 05 90 40