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Integral Diagnostics to acquire imaging services company for A$104M up front

Integral Diagnostics Ltd. entered binding agreements to acquire Imaging Queensland, a provider of diagnostic imaging services, for about A$104 million up-front.

The consideration is payable 70% in cash and 30% in shares.

Imaging Queensland mainly operates in locations along the Queensland, Australia coast and provides radiology services at eight hospitals.

Integral Diagnostics said the deal will give it a footprint in a growing region where it is currently not operating.

The company plans to fund the up-front consideration through a 1 for 5.91 pro rata accelerated non-renounceable entitlement offer priced A$2.71 per new ordinary share, to raise A$72 million.

The remaining part of the consideration will be funded through the issuance of A$26.2 million of new ordinary shares to the vendors of Imaging Queensland at the completion of the deal, and through A$12.1 million in debt.

Imaging Queensland is also eligible for additional earnouts of less than A$12 million, subject to EBITDA performance hurdles.

If the acquisition does not close, Integral Diagnostics plans to either return the entitlement offer proceeds or keep them for future acquisitions or debt repayments.

Integral expects the acquisition to close in November, subject to conditions.

Macquarie Capital (Australia) Ltd is acting as financial adviser to Integral regarding the acquisition and will act as lead manager and underwriter for the entitlement offer.