SAN DIEGO, June 01, 2021 (GLOBE NEWSWIRE) -- Salona Global Medical Device Corporation (the “Company” or “Salona Global”) (TSXV:SGMD) today provided a corporate update including information on the pace of potential acquisitions post commencement in trading, anticipated shortly.
The Company will be posting its latest corporate presentation, along with a webcast led by Chairman & interim CEO Les Cross, at www.salonaglobal.com/investors after market close today.
Salona Global on commencement of trading:
- Revenue: Acquired target (SDP) had $15.8M in 2019 audited annual revenue (Pre-COVID), generating positive operational cash flow.*
- M&A Capacity: Salona Global has a deep and full pipeline of potential acquisition targets – all medical device companies with between $5M - $20M in revenues with positive cash flow.
- The Salona Global team believes it has the capacity to close two acquisitions per quarter starting Q2 2021.
- Strong Balance Sheet, No Parent Debt: The Company has an estimated $13M in net assets, predominantly in cash and cash equivalents, with no parent debt. Management has earmarked between $4-6M in cash and 15-18M shares to close potential acquisitions in negotiations.
- The majority of consideration would be tied to performance over a future measurement period and could be financed with debt, as all acquisition targets under consideration are cash flow positive and debt free.
- Experienced Wall Street Management Team: Les Cross (Chairman of the Board) is former Chairman of DJO Global (former NYSE listed company sold to Blackstone for $2B); Jane Kiernan (Vice Chairwoman) is former Chair of the Audit Committee for American Medical Systems (sold to Endo Pharmaceuticals for $3.5B).
- M&A advisors from PHM (Now Viemed on the Nasdaq/TSX and Quipt on the Nasdaq/TSXV).
- M&A advisors from PHM (Now Viemed on the Nasdaq/TSX and Quipt on the Nasdaq/TSXV).
* For more information on SDP and historical performance please see the Company’s Management Information Circular dated 01/26/2021 available on the Company’s Profile at www.sedar.com.
The SGMD post acquisition organic growth plan:
European Sales Expansion: SGMD is targeting companies that have quality products that have succeeded in the US medical device market, but have made little or no efforts to sell in Europe or other developed markets where SGMD executives have had success. SGMD will create a European and worldwide sales division to grow SGMD sales worldwide. Worldwide sales opportunities could more than double the available market to companies acquired by SGMD.
Leveraging the Operational Platform: The State-of-the-Art FDA approved SDP facility, the building block of the SGMD plan, will be used to optimize production strategies, control costs and provide supply chain assurances to US customers who are wary of risks from trade tensions and poor-quality outsourced production methods.
Any questions related to the presentation and webcast, to be posted at www.salonaglobal.com/investors, or any other section of the investor information section of the website, may be directed to info@salonaglobal.com.
Share Capital and Balance Sheet
| Shares | |
| Shares* | 44,677,545 |
| Shares reserved for issuance to SDP pending earn outs | 19,162,000 |
| Shares reserved and outstanding at listing** | 63,839,545 |
| Net Assets (estimated) | $13,000,000 |
* The Company completed a 7.37-for-10 share consolidation on 12/21/2020.
** Does not include the 15-18 million shares (described above) earmarked for potential acquisitions (with between $5m and $20m in sales) in advanced negotiations or shares issuable pursuant to options, warrants and Class A shares.
Medical Device Market Overview
- Expanding Market Opportunity: Aging global populations coupled with accelerated healthcare research has created a unique and growing opportunity for a global focused healthcare company. Small US companies with outstanding products want to tap the global market.
- High Margin IP Driven Businesses Command Superior Multiples: IP-driven medical device companies (the Salona Global acquisition candidates) have strong margins. As a result peers, listed on presentation, trade in the range of 6-15 times revenue on Nasdaq.
| EXCHANGE | COMPANY |
REVENUE MULTIPLE |
2020 REVENUE | MARKET CAP |
REV GROWTH |
EBITDA |
| NASDAQ | Utah Medical | 7.4 | US$42.2M | US$312.8M | -10% | 33% |
| NASDAQ | Cerus Corp | 8.5 | US$114.2M | US$973.7M | 22% | -47% |
| NASDAQ | Zynex Inc | 6.6 | US$80.1M | US$530.4M | 76% | 13% |
| NASDAQ | Tandem Diabetes Care | 10.7 | US$498.8M | US$5.341B | 38% | -5% |
| NASDAQ | iRhythym Technologies | 8.3 | US$265.2M | US$2.200B | 24% | -16% |
Source: Yahoo Finance as of 5/28/21
“We have a very powerful business model, where we can leverage several advantages by virtue of our listing on the TSXV,” said Les Cross, Chairman & interim CEO of Salona Global. “First, we have developed a deep pipeline of IP-driven medical device companies with the potential to acquire at attractive private company multiples. We structure these deals with a minority down payment in cash and stock with the remainder of the consideration tied to performance, and due 12-24 months after close. Once acquired, we plan to expand sales in Europe, Asia and Australia using our long-term relationships with international distributors we spent decades cultivating at DJO Global, where I was Chairman & CEO. Downstream payments can be financed with debt by virtue of the cash flow from acquisition targets, reducing the need for dilutive financings. In addition to revenue growth, we plan to integrate these businesses into our state-of-the-art FDA approved facility to increase free cash flow over time.
"This market is highly fragmented and ripe for aggregation,” continued Mr. Cross. “With over 5,000 companies that serve as targets, we feel confident we can quickly acquire, integrate and grow the targets on our way to a Nasdaq listing. Timing is always difficult to predict with sellers, but my experience is that success in closing deals can accelerate sellers’ appetites to close quickly. We look forward to providing the market in the near term with updates as we aim to swiftly enter into definitive agreements.”
For more information please contact:
Les Cross
Chairman of the Board and Interim Chief Executive Officer
Tel: 1 (800) 760-6826
Email: Info@Salonaglobal.com
Additional Information
There can be no assurance that any of the potential acquisitions in advanced negotiations will be completed as proposed or at all and no definitive agreements have been executed. Completion of any transaction will be subject to applicable directors, shareholder and regulatory approvals.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Certain statements contained in this press release constitute "forward-looking information" as such term is defined in applicable Canadian and United States securities legislation. The words "may", "would", "could", "should", "potential", "will", "seek", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to the Company, including: information relating to the business plans of the Company; the performance of SDP in 2021; statements regarding anticipated revenue; the Company’s acquisition strategy; future acquisitions and the structure and financing of such acquisitions; information with respect to future growth and growth strategies; the Company’s organic growth plan and strategy and the manner in which the Company proposes to accomplish it; anticipated trends in the Company’s industry; resumption of trading on the TSXV; and the Company’s intention to list on Nasdaq; are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect the Company's current views and intentions with respect to future events, and current information available to the Company, and are subject to certain risks, uncertainties and assumptions, including: the Company and a target being satisfied with due diligence; the Company successfully negotiating and executing definitive agreements for an acquisition; closing conditions being satisfied or waived; the Company obtaining all requisite approvals for a transaction; and the Company meeting all of the listing conditions for a Nasdaq listing. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. Examples of such risk factors include, without limitation: credit; market (including equity, commodity, foreign exchange and interest rate); liquidity; operational (including technology and infrastructure); reputational; insurance; strategic; regulatory; legal; environmental; capital adequacy; the general business and economic conditions in the regions in which the Company operates; the ability of the Company to execute on key priorities, including the successful completion of acquisitions, business retention, and strategic plans and to attract, develop and retain key executives; difficulty integrating newly acquired businesses; the ability to implement business strategies and pursue business opportunities; disruptions in or attacks (including cyber-attacks) on the Company's information technology, internet, network access or other voice or data communications systems or services; the evolution of various types of fraud or other criminal behavior to which the Company is exposed; the failure of third parties to comply with their obligations to the Company or its affiliates; the impact of new and changes to, or application of, current laws and regulations; granting of permits and licenses in a highly regulated business; the overall difficult litigation environment, including in the United States; increased competition; changes in foreign currency rates; increased funding costs and market volatility due to market illiquidity and competition for funding; the availability of funds and resources to pursue operations; critical accounting estimates and changes to accounting standards, policies, and methods used by the Company; the occurrence of natural and unnatural catastrophic events and claims resulting from such events; and risks related to COVID-19 including various recommendations, orders and measures of governmental authorities to try to limit the pandemic, including travel restrictions, border closures, non-essential business closures, quarantines, self-isolations, shelters-in-place and social distancing, disruptions to markets, economic activity, financing, supply chains and sales channels, and a deterioration of general economic conditions including a possible national or global recession; as well as those risk factors discussed or referred to in the Company’s disclosure documents filed with United States Securities and Exchange Commission and available at www.sec.gov, and with the securities regulatory authorities in certain provinces of Canada and available at www.sedar.com. Should any factor affect the Company in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and the Company undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This press release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities in the United States, nor in any other jurisdiction in which such offer, solicitation or sale would be unlawful. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
Figures herein assume the exchange rate of USD to CAD to be 1.295, the 12 month trailing exchange rate provided by the Bank of Canada.
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