Novadaq Technologies has entered into a definitive agreement to acquire all outstanding shares of Aïmago, a privately held medical imaging company, founded in 2008 as a spin off from Ecole Polytechnique Fédérale de Lausanne (EPFL), a Switzerland-based academic and research institution.
Aïmago's lead product, the EasyLDI perfusion camera, incorporates patented, high-speed, full-field laser Doppler technology. The design of the device is tablet inspired, and is capable of 'point-and-shoot' perfusion imaging at the surface of the skin, without the need to administer any imaging agent to patients. The EasyLDI perfusion camera is 510(k)-cleared and CE-marked and Aïmago has installed the first four commercial systems at key opinion sites in Europe.
EasyLDI's ability to rapidly visualise surface perfusion is expected to be optimal for screening and pre-diagnostic uses in multiple settings including doctors' offices where patients are assessed for wounds, burns and limb ischaemia. The product will complement Novadaq's SPY technology, which provides deep, detailed quantitative vascular and microcirculation blood flow and perfusion assessment capabilities, typically during treatments in operating rooms and wound care clinics.
Under terms of the agreement, Novadaq will pay to Aïmago shareholders, an upfront consideration of USD10mn, which includes USD6.5mn in cash, plus USD3.5mn in Novadaq stock. If certain regulatory and commercial milestones are achieved in the future, Novadaq may also pay contingent earn out considerations totalling an additional USD2.4mn, which may be satisfied in cash or in Novadaq stock at Novadaq's option. Novadaq will acquire all of Aïmago's assets on a cash-free/debt-free basis, including tangible assets and intellectual property assets, which include three owned patent families and four patent families licensed from EPFL. Upon closing, Aïmago will become a fully owned Novadaq subsidiary.
The Aïmago transaction is subjected to regulatory approvals and customary closing conditions. Until all the closing conditions are satisfied or waived, there can be no assurances that this transaction will be completed. If all closing conditions are satisfied, the transaction is expected to close within 30 days of April 24.