Through the deal, Wright picked up 100% of IMASCAP’s outstanding equity on a fully diluted basis for a total of $88.8 million, consisting of $46.9 million (EU €39.7 million) in cash and $15.6 million (EU €13.2 million) of Wright shares, payable at closing, and $26.3 million (EU €22.2 million) in potential milestone or earn out payments.
“Wright, and previously Tornier, has been involved with IMASCAP for many years with our Blueprint case planning software, and we have seen first-hand the innovation, creativity and differentiated solutions that the IMASCAP team has developed. Software-enhanced solutions are the future, and with the acquisition of IMASCAP, we have the opportunity to take a significant lead in this area. We are thrilled that we had an opportunity to acquire IMASCAP, which is the company that has developed the technology behind our Blueprint case planning software for our shoulder portfolio. This is a highly differentiated, enabling technology for the shoulder and has a number of potential applications to enhance our Prophecy planning for ankles as well. While our Blueprint planning software is a significant differentiator today, IMASCAP has a rich pipeline of potential breakthrough technologies under development and patent-pending. We believe the future of orthopaedic implant surgery will include advanced elements of artificial intelligence and augmented reality. When fully developed, we believe such software enabled surgery will leapfrog the current mechanical approaches some orthopaedic companies have developed primarily for hip and knee replacement surgery,” Wright Medical prez & CEO Robert Palmisano said in a prepared statement.
IMASCAP’s Glenosys technology is used in Wright’s Blueprint 3D planning software, the company said. The software allows surgeons to simulate the position of a shoulder prosthesis using CT image data and visualize the shoulder in 3D, rotating through the complete range of motion in any direction.
IMASCAP has no reported revenues, Wright said, and therefore will have no impact on the company’s previously provided full-year 2017 annual net sales guidance of between $740 and $745 million, with minimal incremental expenses in 2017.
“IMASCAP is led by its founder and CEO, Jean Chaoui. Jean has an impressive background, with degrees in Biomedical Engineering from Damascus University and Telecom Brittany (Masters & PhD) with a focus in Biomedical Imaging. Jean has received 11 patents and has written more than 30 scientific publications in the field of computer assisted surgery, and he has completed multiple projects in the areas of image and bio-signal processing, artificial intelligence and brain/computer interface. He is a recent recipient of the MIT Technology Review – Top 10 French Innovators under 35 and a Fellow in the Young Transatlantic Innovative Leaders Initiative, representing France. We are delighted that Jean and the entire IMASCAP team are joining Wright,” Palmisano said in prepared remarks.
Wright Medical said it will provide more information on the impact of the acquisition and 2018 guidance on its fourth quarter 2017 earnings call, scheduled for February 27.
“We are delighted to have found an excellent strategic buyer in Wright, a company that shares IMASCAP’s commitment to technological leadership and who is deeply committed to the success of our technology. We believe that Wright, with its global leadership position in the extremities market and expertise in medical education and product development, is the ideal partner to realize the full potential of IMASCAP’s technology and product pipeline and will continue to provide the focus and investment to enable it to reach its full potential. Also, very importantly, this will provide our employees with enhanced opportunities for career growth and development. We look forward to an exciting future as part of Wright Medical,” IMASCAP prez & CEO Jean Chaoui said in a press release.