ASX ANNOUNCEMENT
30 October 2020
HEALTHIA ANNOUNCES ACQUISITION OF THE OPTICAL COMPANY AND ENTITLEMENT OFFER
Healthia Limited (HLA or Healthia) is pleased to announce that it has entered into a binding agreement to acquire 100% of The Optical Company Pty Ltd (TOC or The Optical Company) for a cash and debt free purchase price of $43.0 million (the Acquisition).
KEY HIGHLIGHTS
• Healthia to acquire The Optical Company, a leading Australian optometry business for a purchase price of $43.0 million, which includes upfront cash consideration of approximately $31.1 million, the issue of 9.4 million HLA shares to the TOC vendors and deferred consideration of $3.0 million
• Acquisition multiples of circa 5.15x Purchase Price / underlying FY20 EBITDA (pre-support)2 and 7.56x Purchase Price / underlying FY20 EBITDA (post-support)
• Up to $15.3 million to be raised by Healthia via an accelerated non-renounceable pro-rata entitlement offer with the accelerated institutional offer being underwritten by Canaccord Genuity (Australia) Limited
• TOC FY20 Underlying Revenue, EBITDA and UNPATA4 (attributed to Healthia shareholders) of $35.8 million, $5.7 million and $2.8 million respectively
• The acquisition of TOC delivers circa 15% Earnings Per Share accretion based on Financial Year 20 underlying financial performance
• TOC is a complementary allied health business with strong alignment to Healthia’s stated strategic objectives, and
• The addition of TOC increases Healthia’s addressable market revenue from $6.5 billion to $9.8 billion.
ACQUISITION OF THE OPTICAL COMPANY
Completion of the Acquisition is expected on 30 November 2020 subject to change of control consents for property leases. Upon completion of the transaction, founder and CEO of TOC, Colin Kangisser, will be appointed CEO of Healthia’s newly formed Eyes& Ears division and as an Executive Director of Healthia.
Mr Wesley Coote, Chief Executive Officer and Managing Director, said, “The opportunity to acquire a highly complementary allied health business of the quality and size of TOC is compelling. TOC is a natural fit with Healthia and its stated strategic objectives of acquiring value accretive businesses in the allied health industries. TOC also provides Healthia with the expertise, people, platforms and systems required for continued organic and acquisitive growth in the optometry industry”.
Mr Colin Kangisser, Founder and CEO of TOC said, “We are excited to partner with Healthia. We believe there is a strong alignment between our respective businesses and that there exists a significant opportunity to continue our organic and acquisitive growth. I am proud of the TOC business, and staff across Support Office and in the stores and look forward to our next phase of growth with Healthia.”
FURTHER INFORMATION
Further details of the Acquisition and Entitlement Offer are set out in the Investor Presentation also provided to the ASX today.