Zeiss Acquisition of Insight Ophthalmic Laser Engines for 19.1M Euros
On 24 February 2017 a contract was concluded between Carl Zeiss Meditec, Inc., Dublin USA, and Insight Photonics Solutions, Inc. (hereinafter “Insight”), which domiciled in Lafayette, USA, pertaining to the acquisition of 52 percent of the shares in Ophthalmic Laser Engines, LLC, Lafayette, USA (hereinafter referred to as “OLE”). The main aim of acquiring these shares is to develop and produce an akinetic swept source laser for ophthalmology, and the associated OCT system elements. Departing from the voting rights distribution, a profit distribution of 30% for Insight was agreed until 31 December 2022, which allocated as a performance-related component to the purchase price.
Carl Zeiss Meditec’s aim with this acquisition is to secure itself market leadership for ophthalmic investigation procedures based on optical coherence tomography (OCT).
The preliminary purchase price is €19.1M and is composed of a fixed amount of €18.1M and the above-described performance-related component of €0.7M. In the first six months of the current fiscal year an amount of €13.6M was paid for the acquisition of the shares. A sum of €2.4M was also paid out in the first six months as loans to Insight, as part of a development cooperation, which was offset gains the purchase price upon acquisition. A further €2.4M was offset against loans issued to Insight in previous years, also within the scope of the development cooperation. The remaining purchase prices in the amount of €0.7M constitutes the performance-related component, which shall be paid over the next five years in accordance with the results accrued. The performance-related component has not upper or lower limit ad is based on the estimate, which is realistic at the current time based on the business plan. At the current time, we do not expect any significant fluctuations in the business plan.
OLE is a newly founded company. At the current time the company is insignificant for the Group in terms of revenue and earnings. For this reason Carl Zeiss Meditec does not currently include OLE in its consolidated financial statements, and recognizes the acquired shares in its statement of financial position as “investments in affiliated nonconsolidated companies”.
Incidental acquisitions costs of €0.2M were incurred in the first six months of the fiscal year 2016/17. These were recognized under general administration expenses.
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