Novadaq Technologies Inc. has announced that it has entered into an asset purchase agreement to acquire certain business assets of Xillix Technologies Corp., including all of Xillix's intellectual property, certain capital assets and inventory.
"The Xillix acquisition should enable us to accelerate our commercialization efforts in the area of endoscopic fluorescence imaging and image guided therapies in minimally invasive surgical procedures," said Dr. Arun Menawat, President and Chief Executive Officer of Novadaq Technologies Inc. "Real-time fluorescence imaging through endoscopes should allow surgeons performing minimally invasive procedures through small incisions to see much more than what is possible with present day technology."
The intellectual property purchased by Novadaq includes Xillix's extensive auto-fluorescence and multi-modal imaging portfolio of 31 issued patents and multiple pending applications in the United States, Japan and Europe. The acquisition also includes licensed rights to innovative fluorescence imaging technologies. The combined assets represent years of market intelligence, advanced research and multiple product generations of auto-fluorescence endoscopic systems, including innovative endoscopy cameras and light sources.
Adding valuable Xillix patents and assets in auto-fluorescence to Novadaq's already strong intellectual property portfolio of exogenous agents, devices and methods for fluorescence, immediately positions the Company as an innovation leader in auto-fluorescence and fluorescence endoscopy. According to market research reports, including those published by Windover, minimally invasive procedures guided by endoscopic imaging are some of the fastest growing within most surgical specialties. Reports from both the Mayo and Cleveland Clinic confirm that the ability to image and guide minimally invasive procedures involving small incisions using endoscopes is desirable. This is particularly true in Novadaq's targeted markets, cardiac, plastic reconstructive, general and urologic surgeries. Within cardiac surgery the Company already enjoys a healthy combined installed base of 150 CO(2) HEART LASER(TM) Systems and more than 70 SPY(R) Imaging Systems that are being used today in open procedures. Combining Novadaq's existing intellectual property for open and minimally invasive procedures with the Xillix portfolio, gives Novadaq the flexibility to potentially provide the most advanced imaging and image guidance in both procedural markets and across many specialties in the future.
For the acquired assets, Novadaq will pay Xillix consideration in the amount of CDN $3,000,000 at closing of which $1,075,000 will be paid in cash and CDN $1,925,000 will be paid in cash or, at Novadaq's election, stock (at an issue price of $8.56 per share, being the volume weighted average trading price of Novadaq's common shares on the Toronto Stock Exchange for the five trading days preceding the execution of the asset purchase agreement). Closing of the Xillix transaction, currently scheduled to occur in early May, 2007, is subject to a number of conditions, including (among others) the approval of the transaction by the Supreme Court of British Columbia in connection with Xillix's CCAA proceedings, and the Toronto Stock Exchange.