Hamilton Thorne Announces the Acquisition of Gynemed GmbH & Co. KG and Related Financing Transactions - Seite 2

Dr. Fabian Sell, CEO of Gynemed commented, "My co-founders and I founded Gynemed 20 years ago to provide premium products backed by the highest quality scientific data. We are very pleased to be joining Hamilton Thorne who shares our belief in quality and service. We believe that the combination of the businesses can significantly accelerate the growth of both the Hamilton Thorne and Gynemed operations around the world. The management and board of Hamilton Thorne have been strong partners during this process and we look forward to the future of the combined Company."

Acquisition Details

Pursuant to the Transaction, Hamilton Thorne indirectly acquired 100% of the partnership interests of Gynemed and its general partner under the terms and conditions of share purchase and transfer agreement (the "Purchase Agreement") dated April 28, 2017 between a wholly owned subsidiary of the Hamilton Thorne, Gynemed's general partner and the limited partners and shareholders of Gynemed and its general partner (the "Sellers").

On closing, Hamilton Thorne paid aggregate consideration of approximately Euro 13.9 million (approximately US$15.1 million). The consideration consisted of approximately Euro 8.6 million (approximately US$9.3 million) in cash, the issuance of an aggregate of 5,525,523 common shares (the "Seller Shares") of Hamilton Thorne at a deemed issuance price of C$0.57 per share with a deemed aggregate value of approximately Euro 2.1 million (approximately US$2.3 million), and the issuance of 3 year, unsecured convertible debentures of Hamilton Thorne in the principal amount of approximately Euro 3.2 million (approximately US$3.5 million) (the "Debentures"). The Debentures will accrue interest at a rate of 4.25% per annum and are convertible, at the option of the holder, into common shares of Hamilton Thorne ("Conversion Shares") at a conversion price equal to the Euro equivalent of C$0.63 per Conversion Share based on a staged, 3-year optional conversion schedule (with 20%, 25% and 55%, respectively, of the outstanding principal amount of Debentures becoming convertible on each anniversary of the closing, subject to acceleration in certain circumstances). The Seller Shares will be subject to a 1-year escrow pending final calculation of certain closing adjustments and to satisfy any possible indemnity claims.