CALGARY, Feb. 23, 2020 /CNW/ - Nanalysis Scientific Corp. (Nanalysis, TSXV:NSCI, FRA:1N1) is pleased to announce that it has entered into a contract to acquire 100 percent of RS2D S.A.S. (RS2D), a global leader in next-gen electronics for MRI and NMR systems. Closing of the acquisition is scheduled for Thursday, February 27, 2020.
RS2D is a technology company based in Strasbourg, France that designs and builds cutting-edge electronics components for precision analytical instruments, including medical and industrial MRIs, as well as both compact and full-sized NMR devices. For the last three years, RS2D has generated annual revenues of over €2.5 million per year. This acquisition diversifies Nanalysis' revenue profile and brings the company into the MRI and high-field NMR markets. The deal also improves the electronics and software technology platforms of existing Nanalysis products, establishes Nanalysis' European headquarters in a technology-focused region, and provides opportunities to access new sources of non-dilutive, non-repayable funding.
Sean Krakiwsky, founder and CEO of Nanalysis said, "Merging with an experienced NMR leader, such as Rémy Schimpf, founder and President of RS2D, and his team, is a critical part of our strategy to build a fully vertically integrated NMR/MRI company focused on large-scale industrial solutions. This acquisition both increases and diversifies our revenue, is highly accretive on a revenue multiple basis, provides us with a world-class electronics technology platform that will increase the performance of our existing products, and enters us into exciting new high-growth markets.
"The teams at Nanalysis and RS2D recognize the complementary technologies and talents of each team. In addition to significant technology and revenue profile gains, one of the key synergies we expect to realize from this acquisition is the cross-pollination of people, skills, and ideas. As part of the integration process, several key RS2D staff are excited to be moving from Strasbourg to Calgary, and several Nanalysis staff will move from Calgary to Strasbourg. Rémy will shift out of his current role as President of RS2D and take on the role of Senior VP of Sales for the combined company. Before Rémy founded RS2D, he began his career as an NMR application engineer and evolved into an NMR sales representative. He then built and became manager of one of the most successful sales teams in the NMR industry for a large Nasdaq-listed NMR company. We are all eager to have Rémy join Nanalysis, focusing on driving revenue growth and evolving our sales strategy to maximize our new product line.
"We are also pleased to announce that Julien Muller of RS2D will become Chief Technology Officer of the combined company. The team at RS2D is world-class and we are extremely proud that they are all as excited as we are to be joining forces with us. As we usher in the next age of NMR and MRI for medical and industrial solutions, having the right pieces in place is essential. We believe the team in France is critical to achieving that vision.
"Our goal is to make NMR and MRI smaller, smarter, and provide customers with the solutions they want, rather than forcing unnecessarily large and primitive hardware products on them. Joining Nanalysis and RS2D brings about the advent of next-gen NMR and MRI."
Rémy Schimpf, added, "We are very eager to be combining forces with Nanalysis. This deal is great news for our team, our existing customers, and it will also allow us to focus on expanding market share for our products. Our Pulse console gives high-field NMR customers the flexibility they need when replacing old electronics with well functioning super conducting magnet systems. Our MRI products provide pre-clinical and clinical MRI manufacturers access to our world-class CameleonTM electronics platform, which can be leveraged across all three kinds of NMR: imaging, spectroscopy, and relaxometry.
"Sean and I share a vision to build a company that provides a broad range of analytical solutions to the real-world problems of today and tomorrow. By combining our products, technology, and people, we take a big step in that direction."
Established in 2004 by Rémy Schimpf, RS2D is based in the Eurometropolis of Strasbourg, and employs 20 people. RS2D is a global leader in the design and sales of NMR and MRI electronics consoles and software. The CameleonTM electronics board is the world's best controller board for NMR and MRI consoles, and is sold as an OEM board to numerous manufacturers. The PulseTM electronics console contains CameleonTM board, but also consists of several other proprietary electronics boards and is operated using RS2D's SPINitTM software. The Pulse console is sold as a stand-alone product in high field NMR installations. The company has developed and sells an advanced software suite with PRimTM for MRI and SPINitTM for NMR. The company, with partners, has been a pioneer in preclinical imaging: For example, RS2D developed the first rodent MRI system in the world that has a superconducting magnet without the need for liquid cryogenic cooling. For more information, visit the RS2D website: https://www.rs2d.com.
About the Acquisition
The base consideration paid for RS2D is €1.2 million in cash and the issuance of 2.9 million Nanalysis shares, which are subject to a three-year lock-up period. The former shareholders of RS2D may also receive an earnout over the three years to December 31, 2022, based on future revenue growth objectives.
The closing of this transaction is subject to several customary closing conditions, such as TSX approval. The contract was signed on February 21, 2020 by all parties. Final closing of this deal is scheduled for Thursday, February 27, 2020 in Strasbourg, France.
Nanalysis trades on the TSX Venture Exchange (TSXV) in Canada with ticker symbol 'NSCI' and the Frankfurt exchange under the ticker symbol '1N1'. The company's business is what we term "MRI and NMR for industry". The company develops and manufactures portable Nuclear Magnetic Resonance (NMR) spectrometers or analyzers for laboratory and industrial markets. The NMReady-60™ was the first full-feature portable NMR spectrometer in a single compact enclosure requiring no liquid helium or any other cryogens. The company has followed-up that initial offering with new products and continues to have a strong innovation pipeline. Nanalysis recently announced that it has begun selling a 100MHz device in 2020. The Company's new device will be the most powerful and most advanced compact NMR device ever brought to market.
Nanalysis devices are used in many industries (oil and gas, chemical, mining, pharma, biotech, flavor and fragrances, agrochemicals, law enforcement, and more) as well as numerous government and university research labs around the world. The company continues to exploit new global market opportunities independently and with partners.
Notice regarding Forward Looking Statements and Legal Disclaimer
This news release contains certain "forward-looking statements" within the meaning of such statements under applicable securities law. Forward-looking statements are frequently characterized by words such as "anticipate", "continue", "estimate", "expect", "may", "would" occur. Forward looking statements in this news release includes but is not limited to statements and phrases such as "cutting edge", "world-class electronics technology", "best NMR/MRI technology platform in the world", and "as we usher in the next phase of NMR and MRI". These statements are only predictions of what we believe might happen. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Corporation is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Nanalysis Scientific Corp.
For further information: Sean Krakiwsky, CEO, Nanalysis Scientific Corp., T +1.587.436.1291