TIDMAVG
RNS Number : 5144K
Avingtrans PLC
05 January 2021
05 January 2021
Avingtrans plc
("Avingtrans" or the "Company")
Acquisition of Majority Stake in new Medtech Joint Venture
Avingtrans plc, which designs, manufactures and supplies
critical components, modules, systems and associated services to
the energy, medical and industrial sectors, is pleased to announce
that its two medical equipment businesses, Scientific Magnetics and
Tecmag will merge with Magnetica.
Magnetica Limited, an Australian medtech and engineering
company, specialising in next-generation MRI technologies, plans to
merge with Scientific Magnetics - a UK-based business that designs,
manufactures, tests and installs bespoke superconducting magnet
systems - and its US subsidiary Tecmag, which manufactures
instrumentation for NMR, NQR and MRI markets (the "Combination" or
"Combined Business"). Completion of the merger is conditional upon
Magnetica's shareholder approval, at an upcoming General Meeting on
29(th) January 2021.
Subject to completion, Avingtrans, which currently holds a
majority interest in Scientific Magnetics (82.0%), will become the
majority shareholder in the Combined Business (with an initial
interest of 58.4%, rising to 59.0% after a further cash
contribution of AUD$0.6m). The Combined Business will continue to
be known as Magnetica and will form a key part of Avingtrans'
Medical and Industrial Imaging division moving forward. Scientific
Magnetics and Tecmag will become wholly owned subsidiaries of
Magnetica Limited.
As at 30 June 2020, Magnetica had net assets of AUD$ 1.8m
(GBP1.0m) and made a loss before tax of AUD$ 714.1k (GBP396.7k) in
the financial year to 30 June 2020. At 31 May 2020(1) Scientific
Magnetics had net liabilities of GBP2.1m and made a loss before tax
for the financial year of GBP657.4k. Following completion, on a
pro-forma basis, the total net assets of the Combined Business are
expected be approximately GBP5.3 million.
As part of the Combination, existing minority shareholders in
Scientific Magnetics will exchange part of their holding for shares
in Avingtrans, amounting to approximately 40,260 new ordinary
shares of 5 pence each.
Subject to completion, nil consideration will initially be
payable by Magnetica or Avingtrans. Following completion,
Avingtrans will invest up to GBP3.2m for new shares in Magnetica,
at 15 cents per share, to fund new MRI product development and
commercialisation activities. This could increase Avingtrans'
interest to 61.2% in Magnetica.
A further announcement will be made upon completion of the
Magnetica general meeting.
Steve McQuillan, CEO of Avingtrans, said : "We believe this
merger offers real potential to accelerate the planned move up the
value chain in what is a highly specialised and integrated,
international medical-imaging market.
"By combining the expertise of Magnetica, Scientific Magnetics
and Tecmag in a single entity, there is an exciting opportunity to
become a leading MRI systems integrator for a variety of niche
markets, as well as the prospect of increasing accessibility to
high quality medical imaging around the world.
"We are looking forward to working closely with our management
teams, to map out the road ahead over the next few months and
bringing together expertise from all areas of the combined
business, to realise its full potential."
Duncan Stovell, CEO of Magnetica, added: "The proposed merger
with Scientific Magnetics and Tecmag will not only expand our
product portfolio, but also provide access to core intellectual
property, design specifications and key OEM in-house manufacturing
capability to allow us to move up the value chain.
"Avingtrans has developed a strong reputation for successfully
investing in and growing engineering businesses in
highly-engineered, niche markets. When they outlined their vision
for the newly merged company to our Board, we were unanimous in our
agreement that they are the right partner to take the business to
the next level and become a disruptive new force as an OEM MRI
system provider."
(*1) - Financial Statements for 31 May 2020 yet to be filed at
Companies House
Enquiries:
Avingtrans plc 01354 692391
Roger McDowell, Chairman
Steve McQuillan, Chief Executive Officer
Stephen King, Chief Financial Officer
N+1 Singer (Nominated Adviser) 02074 963000
Shaun Dobson/Alex Bond (Corporate Finance)
Rachel Hayes (Corporate Broking)
Newgate (Financial PR) 02076 539850
Adam Lloyd/ Tom Carnegie
About Avingtrans plc:
Avingtrans designs, manufactures and supplies original
equipment, systems and associated aftermarket services to the
energy, medical and industrial markets worldwide.
Business units
Hayward Tyler - Luton & East Kilbride, UK and USA, China and India
Specialises in the design, manufacture and servicing of performance-critical
motors and pumps for challenging environments.
Energy Steel, Inc - Lapeer, Michigan, USA
Provider of custom fabrications for the nuclear industry, specialising in:
OEM parts obsolescence; custom fabrications; engineering design solutions;
product refurbishment; on-site technical support.
Stainless Metalcraft Ltd - Chatteris, UK and Chengdu, China
Provider of safety-critical equipment for the energy, medical, science and
research communities, worldwide, specialising in precision pressure and
vacuum vessels and associated fabrications, sub-assemblies and systems.
Booth Industries - Bolton, UK
Designs, manufactures, installs and services doors and walls which can be
tailored to be: blast &explosion proof; fireproof; acoustically shielded;
high security/safety; or combinations of the above
Ormandy Group, Bradford, UK
Design, manufacturers and servicing of off-site plant, heat exchangers and
other HVAC (heating, ventilation and air conditioning) products
Peter Brotherhood - Peterborough, UK
Specialises in the design, manufacture and servicing of performance-critical
steam turbines, turbo gen-sets, compressors, gear boxes and combined heat
and power systems.
Composite Products Ltd - Buckingham, UK
Centre for composite technology, parts and assemblies, serving customers
in industrial markets.
Scientific Magnetics - Abingdon, UK
Designs and manufactures superconducting magnet systems and associated cryogenics
for a variety of markets including MRI and provides services for Nuclear
Magnetic Resonance instruments.
Tecmag Inc, Houston, USA
Designs, manufactures and installs instrumentation, including consoles,
system upgrades, and probes, mainly for Magnetic Resonance Imaging (MRI)
and Nuclear Magnetic Resonance (NMR) systems.
About Magnetica
Magnetica Limited specialises in the development of next
generation MRI technologies, including dedicated extremity MRI
systems and MRI system components. Based in Brisbane, Australia
since its inception in 2005, Magnetica(TM) has remained at the
forefront of MRI systems technology, successfully designing and
commercialising a 1.5T extremity MRI superconducting magnet that is
now the heart of over two hundred MRI systems world-wide.
Through a continuing strategic partnership with The University
of Queensland, Magnetica has developed a 3T extremity
superconducting asymmetric magnet, Gradient Coil and RF Coils.
Magnetica has successfully built and tested an integrated 3T
extremity MRI system, demonstrating clinical-quality imaging.
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