IUG Intelligent Ultrasound Group Plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

19 DECEMBER 2024

RECOMMENDED CASH ACQUISITION

of

Intelligent Ultrasound Group plc ("Intelligent Ultrasound")

by

Surgical Science Sweden AB ("Surgical Science")

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

1.   Introduction

The boards of Surgical Science and Intelligent Ultrasound are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition to be made by Surgical Science for the entire issued and to be issued ordinary share capital of Intelligent Ultrasound (the "Acquisition"). It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme" or "Scheme of Arrangement").

2.   The Acquisition

Under the terms of the Acquisition, which shall be subject to the Conditions and further terms set out in Appendix 1 to this announcement and to be set out in the Scheme Document, Intelligent Ultrasound Shareholders shall be entitled to receive:

13 pence in cash for each Intelligent Ultrasound Share held (the "Acquisition Price")

The Acquisition Price values the entire issued and to be issued ordinary share capital of Intelligent Ultrasound at approximately £45.2 million on a fully diluted basis.

The Acquisition Price represents a premium of approximately:

·      16.9% to the Closing Price per Intelligent Ultrasound Share of 11.13 pence on 18 December 2024 (being the last Business Day prior to the publication of this announcement);

·    31.1% to the volume-weighted average price per Intelligent Ultrasound Share of 9.91 pence for the 12-month period ended 18 December 2024 (being the last Business Day prior to the publication of this announcement); and

·      79.3% to the Closing Price per Intelligent Ultrasound Share of 7.25 pence on 17 July 2024 (being the last Business Day prior to the publication of the announcement of the sale of the Clinical AI Business).

If, on or after the date of this announcement and on or prior to the Effective Date, any dividend, distribution, or other return of value is declared, made, or paid or becomes payable by Intelligent Ultrasound, Surgical Science reserves the right to reduce the Acquisition Price by an amount up to the amount of such dividend, distribution or other return of value in which case any references to the Acquisition Price will be deemed to be a reference to the Acquisition Price as so reduced. In such circumstances, eligible Intelligent Ultrasound Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made, or paid.

The Acquisition is conditional on the approval of Intelligent Ultrasound Shareholders, the satisfaction or (where applicable) waiver of the Conditions and further terms set out in Appendix 1 to this announcement (which shall be set out in the Scheme Document).

It is expected that the Scheme Document, containing further information about the Acquisition (including an expected timetable of key events) and notices of the Court Meeting and the General Meeting, together with the Forms of Proxy, will be published as soon as reasonably practicable and in any event within 28 days of this announcement or such later date as Surgical Science, Intelligent Ultrasound and the Panel agree, and that the Court Meeting and the General Meeting will be held as soon as practicable thereafter. It is expected that the Scheme will become Effective in the first quarter of 2025. The Scheme Document and Forms of Proxy will be made available to Intelligent Ultrasound Shareholders at no charge to them.

3.   Background to and reasons for the Acquisition

Surgical Science has established itself as a leader in medical simulation, dedicated to enhancing medical training through innovative technologies. Surgical Science has closely monitored the developments at Intelligent Ultrasound for some time. Following Intelligent Ultrasound's strategic decision to sell its Clinical AI Business to GE HealthCare, this moment presents a unique opportunity for both companies to join forces in a way that can significantly benefit both companies' long-term goals.

In Surgical Science's view, Intelligent Ultrasound's Simulation Business is particularly attractive due to its strong reputation for delivering high-quality training solutions that improve the skills of healthcare professionals. Intelligent Ultrasound has developed a suite of products that are widely recognised for their effectiveness in ultrasound education, including realistic simulation scenarios and user-friendly interfaces. With a solid customer base in medical schools, hospitals, and training institutions, Intelligent Ultrasound is well-positioned to capitalise on the growing demand for advanced training solutions in the healthcare sector.

Despite its strong reputation and innovative products, Intelligent Ultrasound has historically faced challenges in achieving sustainable growth of the Simulation Business as a standalone entity, with the primary obstacles in Surgical Science's view being the niche offering and the lack of organisational scale. In the competitive landscape of medical simulation, having a diverse portfolio of products is crucial for product bundling and cross-selling opportunities, attracting a wider customer base and enhancing customer value. Intelligent Ultrasound primarily focuses on ultrasound simulation, which limits its ability to offer comprehensive training solutions that encompass other medical disciplines. Furthermore, Intelligent Ultrasound, operating independently, may struggle to match the marketing budgets and distribution networks of larger competitors, limiting its ability to reach new customers and expand its market presence effectively.

On this basis, and considering that the focus on ultrasound simulation aligns strongly with Surgical Science's strategic goal to expand its simulation offering, Surgical Science intends to acquire Intelligent Ultrasound. The acquisition of Intelligent Ultrasound represents an implied enterprise value to sales multiple of approximately 0.5 times Intelligent Ultrasound's sales from its Continuing Business for the financial year 2023 of £10.0 million. The Acquisition values the entire issued and to be issued ordinary share capital of Intelligent Ultrasound at approximately £45.2 million on a fully diluted basis, implying an enterprise value of £4.7 million. The acquisition of Intelligent Ultrasound will enable Surgical Science to establish a firm footprint in the UK, with a new research and development site as well as a comprehensive commercial organisation, and leverage its existing expertise in medical simulation while integrating Intelligent Ultrasound's specialised knowledge in ultrasound training. This strategic alignment not only enhances the product portfolio but also positions the combined entity to address the growing demand for advanced training solutions in the healthcare sector. Through the acquisition of Intelligent Ultrasound, Surgical Science's ultrasound simulation business is expected to grow over 2 times, on a pro-forma basis for 2023, from sales of approximately SEK 90 million to approximately SEK 222 million.

4.   Recommendation

The Intelligent Ultrasound Directors, who have been so advised by Cavendish as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Intelligent Ultrasound Directors, Cavendish has taken into account the commercial assessments of the Intelligent Ultrasound Directors. Cavendish is providing independent financial advice to the Intelligent Ultrasound Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the Intelligent Ultrasound Directors intend to recommend unanimously that Intelligent Ultrasound Shareholders vote in favour of the Scheme at the Court Meeting and that Intelligent Ultrasound Shareholders vote in favour of the Resolution to be proposed at the General Meeting, as the Intelligent Ultrasound Directors have irrevocably undertaken to do so (or procure to be done) in respect of their own beneficial holdings of Intelligent Ultrasound Shares.

5.   Background to and reasons for the recommendation

In July 2024, the Intelligent Ultrasound Board announced that it had agreed to sell Intelligent Ultrasound Limited and certain other assets which together formed the Group's Clinical AI Business to GE Healthcare. The consideration for the sale was £40.5 million in cash on a cash-free/debt-free basis. Following final adjustments and transaction costs, and as of 22 November 2024, Intelligent Ultrasound's net cash position was £39.6 million. Following the sale of the Clinical AI Business, the Group was left with its original Simulation Business as well as the NeedleTrainer products (the "Continuing Business"). Ultrasound simulation products have been the core of Intelligent Ultrasound since its foundation in 2004 and over the last 20 years the Group has sought to grow sales in this business to generate material profitability, adding products and entering new markets. However, the acquisition of Intelligent Ultrasound Limited in 2017, with its clinical AI capabilities was in large part an acknowledgement that ultrasound simulation might not present a sufficiently large market on its own to build a standalone company. 

In addition, the Intelligent Ultrasound Board grew concerned about the near-term growth of sales, particularly in the higher margin UK and US markets where the Group has direct sales operations. From a revenue of £10.0 million for the Continuing Business in 2023, the Intelligent Ultrasound Board expects Continuing Business revenue in 2024 to be approximately 13% down at £8.7 million. In H1 2024, the Group lost £1.4 million before tax on Continuing Business revenues of £4.5 million. Looking into 2025, the Intelligent Ultrasound Board continues to monitor the current pipeline, and notes that while it is of similar size to the December 2023 pipeline overall, a greater number of the potential sales are still at an early stage, reducing certainty.

On this basis, following the Clinical AI Business sale, the Intelligent Ultrasound Board undertook a comprehensive review of the growth potential and capital requirements of the post-transaction business. While the Intelligent Ultrasound Board remained confident in the Intelligent Ultrasound Group's simulation products, technology and market reputation, it concluded that, without undertaking considerable investment and/or acquisitions, the Simulation Business risked being sub-scale, particularly in the context of the fixed costs of being a listed company. Any further investment would necessarily involve significant execution risk and there would be no guarantee that Intelligent Ultrasound would be able to deliver a sufficiently value-enhanced business in the medium term. While the use of ultrasound has been expanding in recent years, the Intelligent Ultrasound Board also noted that the market for Intelligent Ultrasound's core products, which are high-cost one-off capital sales, remains difficult to capture in the near term with the current scale and reach of Intelligent Ultrasound's organization.

In particular, the Intelligent Ultrasound Board looked at three key scenarios:

·      No further investment, returning all cash excluding limited working capital to shareholders. This was not considered viable given the scale of the business, current revenues and market uncertainty. In particular, the large, fixed cost of being listed, materially increases the level of revenue required to be self-supporting.

·      Invest £10 million in the Simulation Business, returning the rest of the cash to shareholders. In this scenario, Intelligent Ultrasound would look to develop a new product over the next two years, for launch in late 2026/early 2027 in addition to the existing portfolio of products to present Intelligent Ultrasound with an additional product offering and market. While the Group could see a path to execute this plan and develop a product, this would present material execution risk with little certainty about truly achieving scale in a competitive simulation landscape with larger players. Given the amount for this investment and the estimated timelines to see a return, coupled with execution and market risk, the Intelligent Ultrasound Board did not see this as a preferable route.

·      Invest between £20 million and £40 million to make an acquisition, with modest or no return of capital. While management had been successful with the acquisition of Intelligent Ultrasound to provide a complementary business to Simulation, it was not clear to the Intelligent Ultrasound Board that a relevant asset would be available at the right price in the near term. This approach would require significant conviction given the execution risk and the need for any acquisition to show material uplift in valuation within the medium term to be a preferable route. Given discussions with shareholders the Intelligent Ultrasound Board did not believe that this would be supported by sufficient numbers of shareholders.

Concurrently, the Intelligent Ultrasound Board implemented a consultation with its major shareholders pursuant to which it was clear that such shareholders expected a material return of capital and the management worked with Intelligent Ultrasound's advisers to ensure this could be done in as efficient a manner as possible.

Taking into account the issues with scale and the expectation for a return of capital, the Intelligent Ultrasound Board decided to seek a purchaser for Intelligent Ultrasound's share capital. In September 2024, the Intelligent Ultrasound Board appointed financial advisers in order to determine the value that could be achieved in the event of a sale process and to initiate discussions with potential purchasers on its behalf. The simulation market has a narrow group of potential purchasers and the process involved reaching out to the relevant strategics with the scale and sophistication to make an acquisition of this type and who have sufficient operational and technical overlap to be able to generate the synergies to make an attractive bid. As a result of this process, Intelligent Ultrasound entered into discussions with a number of potential bidders, including Surgical Science. As the process developed, discussions with other parties came to a natural conclusion, save for Surgical Science. This process has culminated in the proposal from Surgical Science and the intention of the Intelligent Ultrasound Directors to recommend the Acquisition.

When assessing the value of the offer, the Intelligent Ultrasound Board has taken into account the risk, uncertainties and capital requirements of scaling the business on a standalone basis as well as the potential value leakage associated with returning capital to shareholders and then selling the Simulation Business in a separate transaction. The Intelligent Ultrasound Board also notes that the average share price of 10.89 pence per Intelligent Ultrasound Share during the period between the announcement of the Clinical AI Business sale and this announcement effectively attributed no equity value to the historically loss-making Simulation Business. The Intelligent Ultrasound Directors believe that the Acquisition will provide Intelligent Ultrasound Shareholders with the opportunity to receive an immediate and certain value per Intelligent Ultrasound Share in cash that may not otherwise become available and would, in any event, be dependent on the swift and successful execution of any new scaling strategy and the ongoing investment requirements to grow into profitability.

In addition to the financial terms of the Acquisition, in its evaluation of Surgical Science as a suitable long-term owner of Intelligent Ultrasound, the Intelligent Ultrasound Board has considered the perspective of all Intelligent Ultrasound stakeholders, and believes Surgical Science's stated intentions for Intelligent Ultrasound in relation to its strategy, growth plans, management and employees as set out in paragraph 9 below are in the best interest of all stakeholders. The Intelligent Ultrasound Board also welcomes Surgical Science's confirmation that, following completion of the Acquisition, the existing contractual and statutory employment rights, including in relation to pensions, of all Intelligent Ultrasound employees will be fully safeguarded in accordance with applicable law. The Intelligent Ultrasound Board believes that the Acquisition represents an opportunity which will result in a positive outcome for all Intelligent Ultrasound stakeholders, including customers and shareholders.

Certain of Intelligent Ultrasound's larger shareholders have demonstrated their support for the Acquisition, as evidenced by their provision of irrevocable undertakings and a non-binding letter of intent to support the Acquisition in respect of, in aggregate (when added to those irrevocable undertakings given by each of the Intelligent Ultrasound Directors), 155,494,429 Intelligent Ultrasound Shares representing approximately 47.5% of the Intelligent Ultrasound Shares in issue on the Latest Practicable Date.

6.   Irrevocable Undertakings and Letter of Intent

In addition to the irrevocable undertakings received from the Intelligent Ultrasound Directors, Surgical Science has received irrevocable undertakings from IP2IPO Limited, IP Venture Fund II (GP) LLP, IP2IPO Portfolio (GP) Limited, Parkwalk Advisors Ltd and Polar Capital Global Healthcare Trust plc to vote in favour (or procure the voting in favour, as applicable) of the Scheme at the Court Meeting and the Resolution to approve and implement the Scheme at the General Meeting (or in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure the acceptance of such Takeover Offer) in respect of 131,087,477 Intelligent Ultrasound Shares, in aggregate, representing approximately 40.1% of the issued ordinary share capital of Intelligent Ultrasound as at the Latest Practicable Date.

Surgical Science has also received a non-binding letter of intent from Amati Global Investors Limited to vote in favour (or procure the voting in favour, as applicable) of the Scheme at the Court Meeting and the Resolution to approve and implement the Scheme at the General Meeting (or in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure the acceptance of such Takeover Offer) in respect of 22,025,000 Intelligent Ultrasound Shares, in aggregate, representing approximately 6.7% of the issued ordinary share capital of Intelligent Ultrasound as at the Latest Practicable Date.

Surgical Science has, therefore, received irrevocable undertakings and a letter of intent in respect of 155,494,429 Intelligent Ultrasound Shares, in aggregate, representing approximately 47.5% of the issued ordinary share capital of Intelligent Ultrasound as at the Latest Practicable Date.

 Further details of these irrevocable undertakings and the letter of intent are set out in Appendix 3.

7.   Information on Surgical Science

Surgical Science is a world leader in the development of virtual reality simulators for evidence-based training. The simulators enable surgeons and other medical specialists to train and improve their psycho-motor skills and instrument handling before entering the clinical environment. Alongside its own products, Surgical Science works with simulation solutions for medical device companies that develop instruments for clinical use, such as robotic surgery.

Surgical Science has approximately 270 employees. The company is headquartered in Gothenburg, Sweden and also has operations in Tel Aviv, Israel, as well as in Stockholm, Sweden and in Seattle and Cleveland, U.S. Through sales offices in the U.S. and China, as well as a global network of distributors, Surgical Science maintains a presence in most markets.

Surgical Science reported sales of SEK 883 million (SEK 803 million) and an operating profit of SEK 189 million (SEK 163 million) in the year to 31 December 2023 (2022).

Surgical Science has a market capitalisation of SEK 7,884 million (approximately £566 million). Shares in Surgical Science are traded on the Nasdaq First North Growth Market in Stockholm, Sweden.

8.   Information on Intelligent Ultrasound

Intelligent Ultrasound is one of the world's leading ultrasound simulation and education companies, specialising in real-time hi-fidelity virtual reality simulation for the ultrasound training market.

With direct operations in the UK and U.S., and distributors that are responsible for sales in other geographies, Intelligent Ultrasound designs and develops real-time hi-fidelity ultrasound education and training simulators and currently offers ultrasound simulation platform technologies focused on the following verticals:

·      ScanTrainer - obstetrics and gynaecology (OBGYN);

·      HeartWorks - echocardiography and anaesthesiology (ECHO);

·      BodyWorks - emergency medicine, critical care, intensive care, and point-of-care (PoCUS);

·      BabyWorks - neonate and paediatrics; and

·      NeedleTrainer - ultrasound-guided needling.

Intelligent Ultrasound has grown its simulation business since 2014 and to date it has over 1,700 systems installed in over 800 medical institutions around the world selling into over 30 countries year to date.

As at October 2024, the Intelligent Ultrasound Group had 48 employees, split as follows:

In the last three years, the Continuing Business had the following revenues and gross profit margin:

However, trading in 2024 has been challenging in the UK and North America, with previously announced NHS spending issues significantly reducing UK simulation revenues, and unexpected pressure on sales in North America. As such, for the first half of 2024, sales for the Continuing Business amounted to £4.5 million and gross profit to £2.6 million, leading to a loss for the Continuing Business of £1.3 million. In 2024, Continuing Business revenue is expected to be approximately 13% down at £8.7 million.

In October 2024, Intelligent Ultrasound sold the Clinical AI Business to GE HealthCare for £40.5 million. As of 22 November 2024, Intelligent Ultrasound's net cash position was £39.6 million.

Looking ahead to 2025, the Intelligent Ultrasound Board continues to monitor the current pipeline and notes that while it is of a similar size to the December 2023 pipeline overall, a greater number of the potential sales are still at an early stage, reducing the certainty.

9.   Directors, management, employees, pensions and locations

Surgical Science's strategic plans and intentions for Intelligent Ultrasound

Surgical Science firmly believes in the potential of Intelligent Ultrasound's ultrasound product line and recognises the opportunity to enhance its value through the integration of Intelligent Ultrasound into Surgical Science's larger global operations. Accordingly, Surgical Science intends to integrate Intelligent Ultrasound's existing operations across all functions. This is expected to benefit the Combined Group's offering and future development by improving operational efficiencies and leveraging shared resources and functions.

Surgical Science believes that Intelligent Ultrasound's volumetric ultrasound technology is highly complementary to Surgical Science's existing simulated ultrasound technology and the combination of the two will lead to end-products with greater depth of functionality that will drive higher end-market penetration. Intelligent Ultrasound's Cardiff based research and development team is therefore expected to play an important role in Surgical Science's global research and development function, which currently operates from multiple sites worldwide. Intelligent Ultrasound's Cardiff team will be integrated into Surgical Science's larger research and development structure to enhance Surgical Science's core technologies and support innovation that connects to Surgical Science's product ecosystem. Surgical Science envisages that Intelligent Ultrasound's Cardiff based research and development team will become one of Surgical Science's five global research and development hubs, complementing the existing teams in Tel Aviv, Gothenburg, Seattle and Stockholm. Similarly, other corporate functions are also intended to be fully integrated with Surgical Science's established structure to enable scalability and ensure optimal and efficient use of resources.

Whilst Surgical Science intends, as soon as practicable following completion of the Acquisition, to procure that Intelligent Ultrasound distributes the majority of the cash on its balance sheet to its then-parent company, Surgical Science, the Surgical Science Directors believe that the Acquisition, if successfully completed, will provide a stable and better capitalised future for Intelligent Ultrasound, whereby Intelligent Ultrasound can leverage the Combined Group's resources to effect strategic expansion. 

As part of this plan, Surgical Science intends to establish a direct sales presence in the UK. On completion of the Acquisition, Surgical Science therefore intends to utilise Intelligent Ultrasound's existing direct sales capabilities in the UK, which it plans to expand to enhance its competitive position for the full Surgical Science product range. For the international sales, Surgical Science and Intelligent Ultrasound both have strong existing distributor networks, and the new merged reseller network is expected to strengthen the Combined Group's international market presence.

In addition, Surgical Science intends to fully integrate Intelligent Ultrasound's products into its product portfolio under the Surgical Science brand umbrella.

The Surgical Science Directors intend that Surgical Science will, following the Effective Date, carry out a review (the "Post Completion Review"), of the operations of Intelligent Ultrasound. Surgical Science intends to commence the Post Completion Review as soon as completion of the Acquisition occurs and envisages that it should be capable of being completed within three to four weeks of the Effective Date. The Surgical Science Directors envisage that the Post Completion Review will focus on (i) understanding better the structure of Intelligent Ultrasound's operations generally, but in particular outside the UK, and evaluating the skillsets of Surgical Science's employees there and (ii) identifying duplicative roles across Surgical Science's and Intelligent Ultrasound's respective businesses in corporate and head office roles relating to Intelligent Ultrasound's status as an AIM-traded company, as well as administrative and sales functions.

Subject to the Post Completion Review, Surgical Science envisages that efficiencies gained from Intelligent Ultrasound transitioning to a private company, enhanced alignment of corporate costs, and a review of resource requirements, are expected to result in annual cost savings of approximately £1.5-2 million.

Directors, management and employees

Surgical Science attaches great importance to the skills and experience of the employees and management team of Intelligent Ultrasound and recognises their important contribution to Intelligent Ultrasound's successful track record to date. Surgical Science intends to retain Intelligent Ultrasound's Chief Executive Officer, Stuart Gall, and Chief Financial Officer, Helen Jones, in new senior roles within the Combined Group. Surgical Science intends to dispense with the services of all of Intelligent Ultrasound's non-executive directors, as is customary for a transaction of this nature.

Surgical Science has a history of utilising talent from the companies it acquires, with the majority of employees continuing to play a role and thriving within the Surgical Science Group. Surgical Science looks forward to Intelligent Ultrasound's employees contributing to the Combined Group whilst benefiting from enhanced opportunities and resources. However, in order to achieve the cost savings outlined above and most effectively benefit from the synergies of Surgical Science's existing operational footprint, it is expected that there will be a reduction in headcount within Intelligent Ultrasound's operations of between 10-20%, which the Surgical Science Directors anticipate will mostly impact Intelligent Ultrasound's operations outside of the UK (subject to the Post Completion Review).

In the U.S., Intelligent Ultrasound currently employs nine individuals in its office based in Atlanta, Georgia. Surgical Science intends as soon as practicable following completion of the Acquisition, in conjunction with Intelligent Ultrasound's Chief Executive Officer and Chief Financial Officer, to evaluate the structure of, and roles within, this office, and the skill sets of the U.S. employees as part of the Post Completion Review, with a view potentially to align them with Surgical Science's broader U.S. operations, including offices in Seattle and Cleveland and a geographically distributed sales team. The outcome of this review may be a reduction in headcount in Intelligent Ultrasound's U.S. operations. Some affected employees may be redeployed to Surgical Science's other offices in the U.S. in order to optimise the efficiency of the Combined Group in the region.

No decisions will be taken with respect to any changes to the workforce until the Surgical Science Directors and senior management have been able to evaluate the opportunities in the Combined Group for any such employees during the Post Completion Review, and until comprehensive planning and appropriate engagement with affected employees, stakeholders and representatives has taken place in accordance with any applicable legal obligations of the Combined Group where it operates after the Effective Date.

Surgical Science does not intend to make any material changes to the balance of skills and functions of the employees and management of Intelligent Ultrasound.

Surgical Science will fully safeguard the existing employment rights, including pension rights, of Intelligent Ultrasound's employees.

Management incentivisation and retention arrangements

Following completion of the Acquisition, it is intended that Surgical Science will review Intelligent Ultrasound's remuneration and incentivisation arrangements, with a view to achieving an appropriate alignment of incentives for management and employee performance across the Combined Group. Surgical Science has not entered into and does not intend to enter into any discussions or make any proposals with respect to incentivisation with any members of Intelligent Ultrasound's management prior to completion of the Acquisition.

Locations, headquarters, fixed assets and research and development

Surgical Science intends to retain Intelligent Ultrasound's headquarters in Cardiff, UK, including its research and development function as well as its local assembly operation. However, depending upon the outcome of the Post Completion Review and the outcome of any decisions with respect to the retention and/or deployment of the U.S. employees, Surgical Science may decide that it is no longer economically viable to retain Intelligent Ultrasound's Atlanta office in the U.S., as indicated above. Intelligent Ultrasound currently has a small office in Beijing in China and the Surgical Science Directors intend to decide whether the Beijing office is required as part of the Combined Group's longer term plans as part of the Post Completion Review.

Other than as disclosed above, Surgical Science does not anticipate that there will be any material redeployment of the fixed assets of Intelligent Ultrasound.

As referred to above, Surgical Science intends to retain Intelligent Ultrasound's existing research and development functions.

Pension schemes

Intelligent Ultrasound has confirmed to Surgical Science that the only pension scheme that it currently makes available to its employees is a defined contribution scheme and that it does not have any current or historical obligations in respect of any defined benefit pension arrangements.

Surgical Science does not intend to make any changes to the agreed employer contributions to Intelligent Ultrasound's existing defined contribution pension scheme, or to make any changes to the accrual of benefits for existing members or the admission of new members to such pension scheme, unless any such changes are more favourable to the relevant member(s).

Trading Facilities

The Intelligent Ultrasound Shares are currently admitted to trading on AIM and, as set out in paragraph 15 below, it is intended that an application will be made to the London Stock Exchange for the cancellation of admission to trading of the Intelligent Ultrasound Shares on AIM to become effective as soon as practicable after the Effective Date.

It is expected that the last day of dealings in Intelligent Ultrasound Shares on AIM will be the last Business Day prior to the Effective Date and no transfers will be registered after 6.00 p.m. (London time) on that date.

It is also intended that, following the Effective Date and cancellation, Intelligent Ultrasound will be re-registered as a private company.

On the Effective Date, all of the Intelligent Ultrasound Shares will become owned by Surgical Science and any share certificates in respect of those Intelligent Ultrasound Shares will cease to be valid and of value and should be destroyed. In addition, entitlements to Intelligent Ultrasound Shares held within the CREST system will be cancelled.

No statements in this paragraph 9 constitute "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.

10. Intelligent Ultrasound Share Plan

Participants in the Intelligent Ultrasound Share Plan will be contacted regarding the effect of the Acquisition on their rights under the Intelligent Ultrasound Share Plan and, where required, appropriate proposals shall be made to such participants pursuant to Rule 15 of the Takeover Code in due course.

Further details of the terms of such proposals shall be included in the Scheme Document (or, if Surgical Science has elected (with the consent of the Panel and subject to the terms of the Cooperation Agreement) to exercise its right to implement the Acquisition by way of a Takeover Offer, the Offer Document) and in separate letters to be sent to participants in the Intelligent Ultrasound Share Plan.

11. Financing

The consideration necessary to satisfy the Acquisition in full will be funded from Surgical Science's existing cash resources.

To provide additional liquidity for Surgical Science, Surgical Science entered into a promissory note, with special terms and conditions attached, with Danske Bank on 5 December 2024 (the "DB Facility"), under which Danske Bank agreed to provide up to £17 million to Surgical Science. Surgical Science drew down £17 million under the DB Facility prior to the date of this announcement and intends to settle the consideration payable pursuant to the Acquisition out of the cash on its balance sheet, including the funds drawn down under the DB Facility.

Strand Hanson, joint financial adviser to Surgical Science, confirms that it is satisfied that sufficient resources are available to Surgical Science to satisfy in full the cash consideration payable to Intelligent Ultrasound Shareholders under the terms of the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

12. Offer-related Arrangements

Confidentiality Agreement

Surgical Science and Intelligent Ultrasound entered into a confidentiality agreement on 21 November 2024 (the "Confidentiality Agreement"), pursuant to which, among other things, Surgical Science has undertaken to Intelligent Ultrasound to keep information relating to the Acquisition, Intelligent Ultrasound and the Wider Intelligent Ultrasound Group confidential and not to disclose it to third parties (other than to certain authorised recipients) unless required by law or regulation. Surgical Science has also undertaken to Intelligent Ultrasound to use confidential information relating to the Acquisition, Intelligent Ultrasound and the Wider Intelligent Ultrasound Group only in connection with the Acquisition. These obligations shall remain in force until the earlier of (i) 18 months from the date of the Confidentiality Agreement; and (ii) completion of the Acquisition.

Surgical Science has also agreed to customary standstill arrangements pursuant to which Surgical Science has agreed (subject to certain customary exceptions) that it shall not (among other things) acquire Intelligent Ultrasound Shares or any interest in any Intelligent Ultrasound Shares without the prior written consent of Intelligent Ultrasound. These restrictions fall away immediately following the making of this announcement.

Cooperation Agreement

Pursuant to the Cooperation Agreement dated the date of this announcement, Surgical Science has agreed to provide Intelligent Ultrasound with such information, assistance and access as may reasonably be required for the preparation of the Scheme Document and certain confirmations in relation to the Scheme. The Cooperation Agreement records Surgical Science and Intelligent Ultrasound's intention to implement the Acquisition by way of a Scheme, subject to the ability of Surgical Science to implement the Acquisition by way of a Takeover Offer in the circumstances described in the Cooperation Agreement. Surgical Science and Intelligent Ultrasound have also agreed to certain customary provisions if Surgical Science elects to implement the Acquisition by means of a Takeover Offer and have agreed certain arrangements in respect of the Intelligent Ultrasound Share Plan, as well as directors' and officers' insurance.

The Cooperation Agreement will terminate in certain circumstances, including (but not limited to): (a) if Surgical Science and Intelligent Ultrasound so agree in writing at any time prior to the Effective Date; (b) if the Intelligent Ultrasound Directors make a change to their recommendation; (c) prior to the Long Stop Date: (i) any condition has been invoked by Surgical Science (where permitted by the Panel) or (ii) a "competing proposal" (as defined therein) is recommended in whole or in part by the Intelligent Ultrasound Directors or completes, becomes effective or is declared or becomes unconditional in all respects; (d) the Acquisition is withdrawn or terminated or lapses in accordance with its terms prior to the Long Stop Date, and where required, with the consent of the Panel (other than: (i) where such lapse or withdrawal is as a result of the exercise of Surgical Science's right to a switch to a Takeover Offer or (ii) it is otherwise to be followed within six business days (or such other period as Intelligent Ultrasound and Surgical Science may agree) by an announcement under Rule 2.7 of the Takeover Code made by Surgical Science or any person acting in concert with Surgical Science (or deemed to be acting in concert with Surgical Science) to implement the Acquisition by a different offer or scheme on substantially the same or improved terms); or (e) if: (i) except where Surgical Science exercises its right to a switch to a Takeover Offer, the Scheme is not approved by the requisite majority of Intelligent Ultrasound Shareholders at the Court Meeting and/or the Resolution is not passed by the requisite majority of Intelligent Ultrasound Shareholders at the General Meeting; (ii) the Court Meeting and/or the General Meeting are not held on or before the 22^nd day after the expected date of the Court Meeting and/or General Meeting; (iii) the Sanction Hearing is not held on or before 30 days after all of the Conditions have been satisfied or waived (or such later date as may be agreed in writing between Surgical Science and Intelligent Ultrasound, with the consent of the Panel and the approval of the Court (if such approval(s) are required)), except where such delay or adjournment is caused by logistical or practical reasons beyond Intelligent Ultrasound's control (and Intelligent Ultrasound has not contributed thereto); (iv) the Court makes a final determination not to sanction the Scheme; or (v) if any applicable law in effect enjoins or otherwise prohibits the consummation of the Acquisition, and such law has become final and non-appealable.

13. Structure of the Acquisition

It is intended that the Acquisition will be implemented by means of a Court-sanctioned Scheme of Arrangement between Intelligent Ultrasound and Intelligent Ultrasound Shareholders under Part 26 of the Companies Act, although Surgical Science reserves the right to implement the Acquisition by means of a Takeover Offer (subject to the consent of the Panel and the terms of the Cooperation Agreement).

The purpose of the Scheme is to provide for Surgical Science to become the holder of the entire issued and to be issued ordinary share capital of Intelligent Ultrasound. This is to be achieved by the transfer of the Intelligent Ultrasound Shares to Surgical Science, in consideration of which the Intelligent Ultrasound Shareholders who are on the register of members at the Scheme Record Time shall receive cash consideration on the basis set out in paragraph 2 of this announcement. The transfer of the Intelligent Ultrasound Shares to Surgical Science will result in Intelligent Ultrasound becoming a wholly-owned subsidiary of Surgical Science.

The Acquisition is subject to the Conditions and further terms set out below and in Appendix 1 to this announcement and to be set out in the Scheme Document and will only become Effective if, among other things, the following events occur on or before 11.59 p.m. on the Long Stop Date:

(i) the approval of the Scheme by a majority in number of the Intelligent Ultrasound Shareholders who are present and vote (and are entitled to vote), whether in person or by proxy, at the Court Meeting and who represent 75% or more in value of the Scheme Shares voted by such Intelligent Ultrasound Shareholders;

(ii) the Resolution required to approve and implement the Scheme being duly passed by Intelligent Ultrasound Shareholders representing the requisite majority or majorities of the votes cast at the General Meeting;

(iii) the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Intelligent Ultrasound and Surgical Science); and

(iv) following such sanction, the delivery of a copy of the Court Order to the Registrar of Companies.

The Conditions in paragraph 2 of Part A of Appendix 1 to this announcement provide, among other things, that the Scheme will lapse if:

·      the Court Meeting and/or the General Meeting are not held by the 22^nd day after the expected date for such meetings that shall be specified in the Scheme Document in due course (or such later date as may be agreed between Surgical Science and Intelligent Ultrasound);

·      the Sanction Hearing is not held by the 22^nd day after the expected date of such hearing to be set out in the Scheme Document in due course (or such later date as may be agreed between Surgical Science and Intelligent Ultrasound); or

·      the Scheme does not become Effective by 11.59 p.m. on the Long Stop Date,

provided, however, that the deadlines for the timing of the Court Meeting and the General Meeting as set out above may be waived by Surgical Science, and the Long Stop Date may be extended by agreement between Intelligent Ultrasound and Surgical Science and with the consent of the Panel and (where relevant) the Court. Subject to satisfaction (or waiver, where applicable) of the Conditions, the Scheme is expected to become Effective in the first quarter of 2025.

Upon the Scheme becoming Effective: (i) it shall be binding on all Intelligent Ultrasound Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and, if they voted, irrespective of whether or not they voted in favour); and (ii) any share certificates in respect of the Scheme Shares will cease to be valid and should be destroyed, and entitlements to Intelligent Ultrasound Shares held within the CREST system will be cancelled.

The terms of the Scheme will provide that the Scheme Shares acquired under the Scheme shall be acquired fully paid and free from all liens, equitable interests, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid, or any other return of value (whether by reduction of share capital or share premium account or otherwise) made, on or after the Effective Date.

Further details of the Scheme, including an indicative timetable for its implementation, shall be set out in the Scheme Document. It is expected that the Scheme Document and the Forms of Proxy accompanying the Scheme Document for use at the Court Meeting and the General Meeting will be distributed to Intelligent Ultrasound Shareholders as soon as reasonably practicable and in any event within 28 days of the date of this announcement or such later date as Intelligent Ultrasound, Surgical Science and the Panel may agree, and that the Court Meeting and the General Meeting will be held as soon as practicable thereafter. The Scheme Document and associated Forms of Proxy will be made available to all Intelligent Ultrasound Shareholders at no charge to them.

14. Acquisition bonus for Intelligent Ultrasound executive directors

An acquisition bonus pool was adopted by Intelligent Ultrasound in December 2020, and amended on 2 September 2024, whereby participants are entitled to receive a cash payment in the event that Intelligent Ultrasound is subject to an offer with an exit event.

In accordance with the above and the terms of their respective bonus award letters dated 28 December 2020, and as confirmed by the Intelligent Ultrasound remuneration committee on 19 November 2024, the executive directors of Intelligent Ultrasound are entitled to a bonus of £586,090.47 in aggregate upon completion of the Acquisition.

15. Cancellation of trading and re‑registration

It is intended that the London Stock Exchange will be requested to cancel admission of the Intelligent Ultrasound Shares to trading on AIM to become effective as soon as practicable after the Effective Date.

It is expected that the last day of dealings in Intelligent Ultrasound Shares on AIM will be the last Business Day prior to the Effective Date and no transfers will be registered after 6.00 p.m. (London time) on that date.

It is also intended that, following the Effective Date and cancellation, Intelligent Ultrasound will be re-registered as a private company.

On the Effective Date, all of the Intelligent Ultrasound Shares will become owned by Surgical Science and any share certificates in respect of those Intelligent Ultrasound Shares will cease to be valid and of value and should be destroyed. In addition, entitlements to Intelligent Ultrasound Shares held within the CREST system will be cancelled.

16. Disclosure of interests in Intelligent Ultrasound

As at the close of business on the Latest Practicable Date and so far as Surgical Science is aware, neither Surgical Science nor any of its directors or any person acting, or deemed to be acting, in concert (within the meaning of the Takeover Code) with Surgical Science:

·      had any interest in, or right to subscribe for, or had any arrangement in relation to, Intelligent Ultrasound Shares or any relevant securities of Intelligent Ultrasound;

·      had any short position in relation to any Intelligent Ultrasound Shares or any relevant securities of Intelligent Ultrasound, whether conditional or absolute and whether in the money or otherwise, including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, any Intelligent Ultrasound Shares or any relevant securities of Intelligent Ultrasound;

·      had any dealing arrangement of the kind referred to in Note 11 on the definition of "acting in concert" in the Takeover Code, in relation to Intelligent Ultrasound Shares or in relation to any securities convertible or exchangeable into Intelligent Ultrasound Shares;

·      save as set out in this announcement, had procured an irrevocable commitment or letter of intent to accept the terms of the Acquisition in respect of Intelligent Ultrasound Shares or any relevant securities of Intelligent Ultrasound; or

·      has borrowed or lent any Intelligent Ultrasound Shares or relevant securities of Intelligent Ultrasound (including, for these purposes, any financial or collateral arrangements of the kind referred to in Note 3 on Rule 4.6 of the Takeover Code).

"Interests in securities" for these purposes arise, in summary, where a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who has a short position in securities is not treated as interested in those securities). In particular, a person shall be treated as having an "interest" by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to, securities.

17. Dividends

If, on or after the date of this announcement, any dividend, distribution, or other return of value is declared, made or paid, or becomes payable by Intelligent Ultrasound, Surgical Science reserves the right to reduce the Acquisition Price by the amount of any such dividend, distribution, or other return of value. In such circumstances, Intelligent Ultrasound Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made, or paid.

18. General

Surgical Science reserves the right to elect (with the consent of the Panel and subject to the terms of the Cooperation Agreement) to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of Intelligent Ultrasound as an alternative to the Scheme.

In such event, the Takeover Offer shall be implemented on substantially the same terms, so far as applicable, and subject to the terms of the Cooperation Agreement, as those which would apply to the Scheme, subject to appropriate amendments, including, without limitation, the inclusion of an acceptance condition set (subject to the Cooperation Agreement) at a level permitted by the Panel. Further, if sufficient acceptances of the Takeover Offer are received and/or sufficient Intelligent Ultrasound Shares are otherwise acquired to do so, it would be the intention of Surgical Science to apply the provisions of the Companies Act to acquire compulsorily any outstanding Intelligent Ultrasound Shares to which the Takeover Offer relates.

The Acquisition shall be made subject to the Conditions and further terms set out in Appendix 1 to this announcement and to be set out in the Scheme Document. The bases and sources of certain financial information contained in this announcement are set out in Appendix 2 to this announcement. Certain terms used in this announcement are defined in Appendix 4 to this announcement.

It is expected that the Scheme Document will be published as soon as reasonably practicable and in any event within 28 days of this announcement or such later date as Intelligent Ultrasound, Surgical Science and the Panel agree, and that the Court Meeting and the General Meeting will be held as soon as practicable thereafter. It is expected that the Scheme will become Effective in the first quarter of 2025. The Scheme Document and Forms of Proxy will be made available to Intelligent Ultrasound Shareholders at no charge to them.

Pareto, Strand Hanson and Cavendish have each given and not withdrawn its consent to the publication of this announcement with the inclusion herein of the references to its name in the form and context in which it appears.

19. Documents

Copies of the following documents will be available promptly on Surgical Science's website at https://www.surgicalscience.com, and Intelligent Ultrasound's website at https:// www.intelligentultrasound.com, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, and in any event by no later than noon on the Business Day following this announcement:

·      this announcement;

·      the Confidentiality Agreement;

·      the Cooperation Agreement;

·      the DB Facility;

·      the irrevocable undertakings and letter of intent referred to in paragraph 6 above and summarised in Appendix 3 to this announcement; and

·      the consent from Pareto, Strand Hanson and Cavendish to being named in this announcement.

Neither the content of the websites referred to in this announcement, nor any website accessible from hyperlinks set out in this announcement, is incorporated into or forms part of this announcement.

Enquiries

Baker McKenzie LLP is acting as legal adviser to Surgical Science.

RBG Legal Services Limited, trading as Memery Crystal, is acting as legal adviser to Intelligent Ultrasound.

Inside information

This announcement contains inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 (as applicable in Sweden as well as the United Kingdom by incorporation into law by virtue of the European Union (Withdrawal) Act 2018 as amended by virtue of the Market Abuse (Amendment) (EU Exit) Regulations 2019). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form any part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Intelligent Ultrasound in any jurisdiction in contravention of applicable law. The Acquisition will be made and implemented solely pursuant to the terms of the Scheme Document (or if the Acquisition is implemented by way of a Takeover Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or if the Acquisition is implemented by way of a Takeover Offer, the Offer Document).

Intelligent Ultrasound and Surgical Science will prepare the Scheme Document (or if the Acquisition is implemented by way of a Takeover Offer, the Offer Document) to be distributed to Intelligent Ultrasound Shareholders. Intelligent Ultrasound urges Intelligent Ultrasound Shareholders to read the Scheme Document (or if the Acquisition is implemented by way of a Takeover Offer, the Offer Document) when it becomes available because it will contain important information relating to the Acquisition.

This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.

Disclaimers

This announcement does not constitute any advice or recommendation with respect to such securities or other financial instruments.

Pareto Securities AB ("Pareto"), which is a Swedish investment firm supervised by the Swedish Financial Supervisory Authority (Finansinspektionen), is acting as joint financial adviser to Surgical Science and no one else in connection with the Acquisition and will not be responsible to anyone other than Surgical Science for providing the protections afforded to its clients or for providing advice in connection with the Acquisition or any other matter referred to herein.

Strand Hanson Limited ("Strand Hanson"), which is authorised and regulated in the United Kingdom by the FCA, is acting as joint financial adviser to Surgical Science and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Surgical Science for providing the protections afforded to clients of Strand Hanson, nor for providing advice in relation to any matter referred to in this announcement. Neither Strand Hanson nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Strand Hanson in connection with the matters referred to in this announcement, any statement contained herein or otherwise.

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated in the United Kingdom by the FCA, is acting as Rule 3 adviser, financial adviser, nominated adviser and corporate broker to Intelligent Ultrasound and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Intelligent Ultrasound for providing the protections afforded to clients of Cavendish, nor for providing advice in relation to any matter referred to in this announcement. Neither Cavendish nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cavendish in connection with the matters referred to in this announcement, any statement contained herein or otherwise.

Overseas jurisdictions

The release, publication or distribution of this announcement in or into jurisdictions other than the United Kingdom and Sweden may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the United Kingdom and Sweden should inform themselves about, and observe, any applicable requirements. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared in accordance with and for the purpose of complying with English law, the Takeover Code, the AIM Rules the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside the United Kingdom or Sweden.

The availability of the Acquisition to Intelligent Ultrasound Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their Intelligent Ultrasound Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders will be contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document).

Unless otherwise determined by Surgical Science or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into, from, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e‑mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send such documents in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in, into, from, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e‑mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Further details in relation to Overseas Shareholders will be included in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document).

Notice to U.S. Intelligent Ultrasound Shareholders

The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the U.S. Securities Exchange Act of 1934 (the "U.S. Exchange Act"). Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of the tender offer and proxy solicitation rules under the U.S. Exchange Act. The financial information included in this announcement has been prepared in accordance with UK-adopted IFRS and thus may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

If, in the future, Surgical Science exercises its right to implement the Acquisition by way of a Takeover Offer, which is to be made into the United States, the Takeover Offer will be made in compliance with the applicable laws and regulations of the United Kingdom and the United States, including any applicable exemptions under the U.S. Exchange Act.

Surgical Science and Intelligent Ultrasound are located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. As a result, U.S. holders of Intelligent Ultrasound Shares may not be able to effect service of process upon a non-U.S. company or its officers or directors or to enforce against them a judgement of a U.S. court for violations of the federal and state securities laws of the United States.

In accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, Surgical Science, certain affiliated companies and their nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Intelligent Ultrasound Shares outside of the U.S., other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases will not be made at prices higher than the price of the Acquisition provided in this announcement unless the price of the Acquisition is increased accordingly. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be made available on the London Stock Exchange website, www.londonstockexchange.com. To the extent that such information is required to be publicly disclosed in the United Kingdom in accordance with applicable regulatory requirements, this information will, as applicable, also be publicly disclosed in the United States.

U.S. Intelligent Ultrasound Shareholders should also be aware that the transaction contemplated herein may have tax consequences in the U.S. and, that such consequences, if any, are not described herein. U.S. Intelligent Ultrasound Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.

Neither the Acquisition nor this announcement have been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have such authorities approved or disapproved or passed judgement upon the fairness or the merits of the Acquisition, or determined if the information contained in this announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the United States.

Forward-looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Surgical Science and Intelligent Ultrasound contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Surgical Science and Intelligent Ultrasound about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Surgical Science and Intelligent Ultrasound (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "prepares", "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "synergy", "strategy", "scheduled", "goal", "estimates", "forecasts", "cost saving", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Surgical Science's and Intelligent Ultrasound's, any member of the Surgical Science Group or any member of the Intelligent Ultrasound Group's, operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Surgical Science's and Intelligent Ultrasound's, any member of the Surgical Science Group or any member of the Intelligent Ultrasound Group's, business.

Although Surgical Science and Intelligent Ultrasound believe that the expectations reflected in such forward-looking statements are reasonable, Surgical Science and Intelligent Ultrasound can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; changes in the global political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or disposals; changes in general economic and business conditions; changes in the behaviour of other market participants; changes in the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Surgical Science and Intelligent Ultrasound operate; weak, volatile or illiquid capital and/or credit markets; changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Surgical Science and Intelligent Ultrasound operate; and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors. Neither Surgical Science nor Intelligent Ultrasound, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place any reliance on these forward-looking statements.

Specifically, statements of estimated cost savings and synergies related to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the Intelligent Ultrasound Group, there may be additional changes to the Intelligent Ultrasound Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.

The forward-looking statements speak only at the date of this announcement. All subsequent oral or written forward-looking statements attributable to any member of the Surgical Science Group or the Intelligent Ultrasound Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

Other than in accordance with their legal or regulatory obligations, neither Surgical Science nor Intelligent Ultrasound is under any obligation, and Surgical Science and Intelligent Ultrasound expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code applies must be made by no later than 3.30 p.m. on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement and the documents required to be published under Rule 26 of the Takeover Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Intelligent Ultrasound's website at https:// www.intelligentultrasound.com and Surgical Science's website at https://www.surgicalscience.com by no later than 12 noon (London time) on the Business Day following this announcement. For the avoidance of doubt, neither the content of these websites nor of any website accessible from hyperlinks set out in this announcement is incorporated by reference or forms part of this announcement.

No profit forecasts, estimates or quantified benefits statements

No statement in this announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Intelligent Ultrasound or Surgical Science for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Intelligent Ultrasound or Surgical Science (as the case may be).

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, Intelligent Ultrasound Shareholders, persons with information rights and participants in Intelligent Ultrasound Share Plan may request a hard copy of this announcement, free of charge, by contacting Intelligent Ultrasound's registrar, Link Group, either in writing to Central Square, 29 Wellington Street, Leeds LS1 4DL, by email to shareholderenquiries@linkgroup.co.uk or by calling +44 (0)371 664 0391. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 a.m. and 5.30 p.m. Monday to Friday excluding public holidays in England and Wales. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Takeover Code, such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by Intelligent Ultrasound Shareholders, persons with information rights and other relevant persons for the receipt of communications from Intelligent Ultrasound may be provided to Surgical Science during the offer period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.

General

Surgical Science reserves the right to elect, with the consent of the Panel (where necessary) and subject to the terms of the Cooperation Agreement, to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme (subject to appropriate amendments).

If the Acquisition is effected by way of a Takeover Offer, and the Takeover Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Surgical Science intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining Intelligent Ultrasound Shares in respect of which the Takeover Offer has not been accepted.

Investors should be aware that Surgical Science may purchase Intelligent Ultrasound Shares otherwise than under any Takeover Offer or the Scheme, including pursuant to privately negotiated purchases.

The Acquisition will be subject to English law, the jurisdiction of the Court, and the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the FCA, the AIM Rules and the Registrar of Companies.

Rule 2.9 of the Takeover Code

For the purposes of Rule 2.9 of the Takeover Code, Intelligent Ultrasound confirms that, as at 18 December 2024, it had in issue 327,189,921 ordinary shares of 1 penny each admitted to trading on AIM. The ISIN for the ordinary shares is GB00BN791Q39.