BORDEAUX, France & BOSTON--(BUSINESS WIRE)--Regulatory News:
IMPLANET (Euronext Growth: ALIMP, FR0013470168, eligible for PEA-PME equity savings plans), a medical technology company specializing in implants for orthopedic surgery and the distribution of technological medical equipment, announces that it received the approval of its shareholders to proceed with the upcoming capital increase.
As announced in its press release of October 11, 2023, IMPLANET convened an Extraordinary General Meeting today, to vote on resolutions to authorize a capital increase with preferential subscription rights of between €5.5 million and €6.4 million (excluding the possible exercise of a maximum 15% extension option) to take place in January 2024.
This authorization was a prerequisite for the planned capital increase with preferential subscription rights detailed in the press releases dated September 28, 2023 and October 31, 2023, to which Sanyou (HK) International Medical Holding Co. Ltd, owned by Shanghai Sanyou Medical Co. LTD, (together "Sanyou Medical"), which holds a 41.03% stake in IMPLANET's capital, has undertaken, subject to certain conditions, to subscribe to the capital increase in cash on an irreducible and reducible basis to the tune of €5 million1.
This authorization also acknowledges that, given the potential characteristics of the issue resulting from the use of this authorization, Sanyou Medical could hold more than 50% of the Company's capital and/or voting rights following the issue, i.e. the threshold for a public tender offer, and that Sanyou Medical wished to apply to the AMF French stock market authority for a waiver of the obligation to file a public tender offer in the event of a post-transaction crossing of the 50% capital threshold under article 234-9, 2° of the AMF's General Regulations ("Subscription to the capital increase by a company in recognised financial difficulty, subject to the approval of a general meeting of its shareholders").
As a reminder, this waiver was granted on October 31, 2023.
The number of shares held by shareholders present, voting by post and/or represented at the Extraordinary General Meeting was 17,907,443, representing a quorum of 43.63%.
All the resolutions relating to the planned capital increase were adopted at the Extraordinary General Meeting. Only the third resolution concerning the delegation of authority to increase the share capital in favor of employees participating in a company savings plan was rejected.
The minutes of the AGM will be available on the Company's website.
To date, the planned capital increase remains subject to the approval of Sanyou Medical's Board of Directors and the control of the relevant Chinese government authorities, which should take place in January 2024.
The final terms of the transaction and its timetable will be announced in a forthcoming press release.
On the basis of current cash forecasts and in the absence of new sources of financing (i.e. excluding the financing to be received under the capital increase), the Company's cash horizon is set at December 31, 2023, following the drawdown of the first €0.5 million tranche of the short-term financing granted to the Company in October 20232.
Based on current assumptions regarding activity and anticipated commercial developments with Sanyou Medical, the Company estimates that this capital increase, submitted to the vote of the Extraordinary General Meeting of November 16, 2023, for a minimum of €5 million would, once implemented, give it financial visibility of over 12 months.
Upcoming financial publication
- 2023 Full-Year Revenue, on January 23, 2024, after market close
Founded in 2007, IMPLANET is a medical technology company that manufactures high-quality implants for orthopedic surgery and distributing medical technology equipment. Its activity revolves around a comprehensive innovative solution for improving the treatment of spinal pathologies (JAZZ®) complemented by the product range offered by Orthopaedic & Spine Development (OSD), acquired in May 2021 (thoraco-lumbar screws, cages and cervical plates). Implanet’s tried-and-tested orthopedic platform is based on the traceability of its products. Protected by four families of international patents, JAZZ® has obtained 510(k) regulatory clearance from the Food and Drug Administration (FDA) in the United States, the CE mark in Europe and ANVISA approval in Brazil. In 2022, IMPLANET entered into a commercial, technological and financial partnership with SANYOU MEDICAL, China's second largest medical device manufacturer. IMPLANET employs 43 staff and recorded a consolidated revenue of €8.0 million in 2022. Based near Bordeaux in France, IMPLANET opened a US subsidiary in Boston in 2013. IMPLANET is listed on the Euronext Growth market in Paris.
For further information, please visit www.Implanet.com.
This press release contains forward-looking statements about Implanet and its business. Implanet believes that these forward-looking statements are based on reasonable assumptions. However, no assurance can be given that the forecasts expressed in these forward-looking statements will materialize, as they are subject to risks, including those described in Implanet's reference document filed with the Autorité des marchés financiers (AMF) on April 16, 2018 under number D.18-0337, in the annual financial report for December 31, 2022 and in the half-year report for June 30, 2023, which are available on the Company's website (www.implanet-invest.com), and to changes in economic conditions, financial markets and the markets in which Implanet operates. The forward-looking statements contained in this press release are also subject to risks that are unknown to Implanet or that Implanet does not currently consider material. The occurrence of some or all of these risks could cause Implanet's actual results, financial condition, performance or achievements to differ materially from those expressed in the forward-looking statements. This press release is for information purposes only and does not and shall not under any circumstances constitute an offer to sell or subscribe, or the solicitation of an order to buy or subscribe, Implanet securities in any country.
1 Sanyou Medical has also asked to be granted the majority of directorships on the Company's Board of Directors as from the completion of its subscription.
2 See above-mentioned press release dated October 11, 2023.