SYDNEY, AUSTRALIA: Singular Health Group (ASX: SHG) has entered into an asset sale agreement to acquire certain 3D printing assets, related plant and equipment, intellectual property and take over the majority of Global3D Pty Ltd’s existing medical focused 3D printing business.
Global3D is a West-Australian company providing advanced 3D printing services from an established ISO-9001 accredited facility 20 km south of Perth, Western Australia.
The facility located in Bibra Lake, approximately 20km South of Perth, Western Australia, has been fitted out with three industrial printers, post-processing and clean rooms, and a mezzanine office space for on-site design work.
This leased facility is included in the transaction and Singular Health will novate the lease upon completion.
The acquisition of Global3D’s assets will see Singular Health’s newly incorporated, and wholly-owned, subsidiary Singular 3DP Pty Ltd, invest between $100,000– $150,000 in upgrading the existing ISO9001 certified quality system to the ISO13485:2016 standard, as well as improved post-processing plant and equipment.
The former will allow for the future 3D printing of higher-risk surgical guides and implantable medical devices, while the latter will improve the quality of Global3D’s existing low-risk ankle-foot-orthoses (AFOs) and prosthetic check sockets to broaden the customer base and generate additional sales.
This acquisition follows a long-standing review of the binding heads of agreement entered into between Singular Health and Global3D to incorporate a 50/50 joint venture for medical 3D printing prior to the Company’s 2021 IPO, which determined that a 100% ownership of a 3D printing facility would provide greater long-term growth opportunities for Singular Health shareholders.
Thomas Hanly, Singular Health’s Managing Director, said: “Singular Health’s Scan to Surgery initiative is a vertically-integrated process for the design and production of patient-specific medical devices that requires the combination of the Company’s 3Dicom Software with advanced additive production.
“This acquisition of Global3D’s business and assets in conjunction with our investment in Australian Additive Engineering in Melbourne provides a unique national coverage for the design and 3D printing of patient specific medical implants and prosthetics.”
The consideration payable to Global3D comprises 5.5 million fully paid ordinary Shares and 1.72 million freely attaching unlisted options to acquire shares in Singular Health with an exercise price of $0.20 and a term of three years from completion.
Global3D will have the opportunity to earn up to a further 900,000 Shares and 280,000 freely attaching unlisted Options in connection with an earn-out triggered in the event Singular 3DP achieves gross revenue within the twelve months following completion of the transaction in excess of $550,000 (subject to Singular 3DP also achieving an EBITDA margin equal to or greater than 10% on gross revenue during the same period).