BioTelemetry, Inc. to Acquire Geneva Healthcare, Inc.
January 28 2019 - 8:30AM
BioTelemetry, Inc. (NASDAQ:BEAT), the leading remote and wireless
medical technology company focused on the delivery of health
information to improve quality of life and reduce cost of care, and
Geneva Healthcare, Inc. (“Geneva”), the leading provider of remote
monitoring for implantable cardiac devices are pleased to announce
that the companies have entered into a definitive merger agreement
whereby BioTelemetry will acquire Geneva. An early stage company,
Geneva has developed a proprietary cloud-based platform that
aggregates data from the leading device manufacturer systems,
enabling the company to remotely monitor all of a physician’s
patients with implantable cardiac devices such as pacemakers,
defibrillators and loop recorders. Geneva’s platform provides
physicians a single portal to order patient monitoring, view
monitoring results and request routine device checks, helping drive
significant in-office efficiencies and patient compliance while
allowing physicians to focus on patient care.
Joseph H. Capper, President and Chief Executive Officer of
BioTelemetry, commented: “We are extremely excited about the
combination of these two market-leading, technology-enabled service
providers. Just as we revolutionized remote cardiac outpatient
monitoring, with our MCOT service and platform, Geneva is
transforming the way physician offices consolidate and manage the
monitoring of implantable cardiac devices. We believe the enhanced
offering this merger creates will provide tremendous benefit to the
thousands of clients we serve and will further solidify our
leadership position in remote cardiac monitoring.”
Yuri Sudhakar, Chief Executive Officer of Geneva added, “We are
excited to join forces with a company that has established
sustained success as a healthcare service provider in the same
market that we serve. Cardiology providers are looking for
strategic solutions to improve patient care and workflow. We
provide these solutions by leveraging technology to deliver better
patient care and a better patient experience. We think this
powerful combination of complimentary tech-enabled services
provides Geneva the necessary resources to significantly expand our
reach in the over $1.0 billion domestic implantable cardiac device
monitoring market, delivering the much-needed benefits of our
technology and service to cardiac practices, physicians and
patients.”
In 2018, their first full year of commercialization, Geneva
generated approximately $6 million of revenue and reached
profitability by year end.
Transaction Details BioTelemetry will acquire
Geneva for upfront consideration of $45.0 million in cash with
additional performance-based earn-out consideration of no less than
$20.0 million. Pursuant to the agreement, Geneva shareholders may
elect to receive the earn-out payment in cash, stock or some
combination of cash and stock. BioTelemetry will fund the
transaction with either cash on hand, debt or equity or some
combination thereof. The transaction, which has been approved by
both Boards of Directors, is expected to close in the first quarter
of 2019 and is subject to customary closing conditions, including
the approval of Geneva’s securityholders representing at least 90%
of the company’s issued and outstanding equity
securities.
About BioTelemetryBioTelemetry, Inc. is the
leading remote and wireless medical technology company focused on
the delivery of health information to improve quality of life and
reduce cost of care. We provide cardiac monitoring, mobile blood
glucose monitoring, centralized medical imaging and original
equipment manufacturing that serves both the Healthcare and
Clinical Research industries. More information can be found at
www.gobio.com.
About Geneva Healthcare Founded by a team of
cardiologists and technologists, Geneva Healthcare transforms
cardiac device data into actionable information to improve clinical
workflow and patient care for electrophysiologist practices across
the country. It is the only solution offering to combine a
patent-pending enterprise cloud-based platform and a high-quality
service for remote monitoring of implantable cardiac devices. Learn
more at www.genevahealthsolutions.com.
Cautionary Statement Regarding Forward-Looking
StatementsThis document includes certain forward-looking
statements within the meaning of the “Safe Harbor” provisions of
the Private Securities Litigation Reform Act of 1995 regarding,
among other things, statements about both our beliefs and
expectations regarding the closing and financing of the proposed
merger with Geneva, including Geneva’s actual and expected
annualized revenue and profitability and the growth and success of
the combined entity. These statements may be identified by words
such as “expect,” “anticipate,” “estimate,” “intend,” “plan,”
“believe,” “promises,” and other words and terms of similar
meaning. Such forward-looking statements are based on current
expectations and involve inherent risks and uncertainties,
including important factors that could delay, divert or change any
of these expectations, and could cause actual outcomes and results
to differ materially from current expectations. For further details
and a discussion of risks and uncertainties, please see our public
filings with the Securities and Exchange Commission, including the
company’s latest periodic reports on Forms 10-K and 10-Q. Readers
are cautioned not to put undue reliance on forward-looking
statements, which reflect only opinions as of the date of this
press release.
We undertake no obligation to publicly update any
forward-looking statement, whether as a result of new information,
future events, or otherwise, except as required by law.
Contact:BioTelemetry, Inc.Heather C. GetzInvestor Relations(800)
908-7103investorrelations@biotelinc.com
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