Meridian Bioscience Signs Definitive Agreement to Acquire Exalenz Bioscience; Adds State-Of-The-Art Urea Breath Test Diagnostics Platform - Seite 2

Summary Transaction Terms and Impact
Exalenz shareholders will receive ₪6.10 per share in cash under the terms of the merger.  This purchase price implies a total equity value of ₪169 million or approximately $49 million at prevailing exchange rates.  The transaction will be financed with cash on hand and debt available under Meridian’s credit facility, which is being expanded to $160 million.

The acquisition is subject to Exalenz shareholder approval and other customary closing conditions.  Exalenz’s majority shareholder has entered into a voting agreement pursuant to which he has agreed to vote his shares of Exalenz in favor of the merger.  A majority of the remaining shareholders of Exalenz must vote in favor of the merger.

The transaction is expected to close in Q2 of calendar year 2020.  In 2019, Exalenz generated approximately $14 million in revenue, representing a 5-year CAGR of ~32%, with a gross profit margin of ~50%.  Meridian will discuss the fiscal year 2020 financial impact of the transaction during its fiscal Q2 earnings call in May.

Rothschild & Co is acting as exclusive financial advisor and Keating Muething & Klekamp PPL and Amit, Pollak, Matalon & Co are acting as legal counsel to Meridian.  William Blair & Co and Poalim Capital Markets are acting as exclusive financial advisors and Meitar Law Offices and Abramson & Co are acting as legal counsel to Exalenz.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this communication regarding the proposed acquisition of the business of Exalenz Bioscience Ltd. by Meridian, including any statements regarding the synergies, benefits and opportunities of the transaction, future opportunities for the combined company, including its strategies, products and technologies, future financial performance and any other statements regarding Meridian's future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are "forward-looking" statements made within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words "anticipate," "believe," "ensure," "expect," "if," "intend," "estimate," "probable," "project," "forecasts," "predict," "outlook," "aim," "will," "could," "should," "would," "potential," "may," "might," "anticipate," "likely," "plan," "positioned," "strategy," and similar expressions, and the negative versions thereof, are intended to identify forward-looking statements.