Archives for April 27, 2022

ASX Announcement 27 April 2022

1 University Avenue
Macquarie University
NSW 2109  AUSTRALIA
www.cochlear.com

Cochlear Limited, a global leader in implantable hearing solutions, agrees to acquire Oticon Medical for DKK 850million (approx.AUD170million) following Demant’s decision to exit its hearing implants business activities. As part of the transaction, Cochlear has committed to providing ongoing support for Oticon Medical’s base of more than 75,000 hearing implant recipients, which includes cochlear and acoustic implants.

Cochlear’s CEO & President, Dig Howitt said, “We look forward to welcoming Oticon Medical’s implant customers to the Cochlear family. Driven by our mission to innovate and deliver a lifetime of hearing outcomes, we will seek to ensure that Oticon Medical’s customers continue to be supported with a life time of hearing solutions. We will work closely with Demant to ensurea seamless transition, with continued access to current Oticon Medical technology for customers in the coming years. We will develop next generation sound processors and services that will enable customers to transition to and benefit from Cochlear’s technology platform overtime.

The acquisition of Oticon Medical will provide us with greater scale and will enable us to increase our investments in R&D and market growth activities. While Cochlear is a market leader in implantable hearing, we are a small player in the hearing loss segment where hearing aids remain the primary treatment option. Our goal is to improve the penetration of implantable hearing solutions, building customer awareness and confidence, and offering more patient shearing solutions best suited to their individual needs.

“Oticon Medical is expected to add AUD 75‐80 million to annual revenue. The business is currently loss making. Our priority post‐closing of the transaction will be to determine and implement a plan that returns the business to profitability as quickly as possible. Integration costs, which include the development of compatible next generation sound processors, are yet to be determined and could range from $30 ‐ 60 million. We continue to target along‐term net profit margin of 18%.”

To comply with French labour law requirements, the proposed transaction will be subject to a mandatory consultation process with Oticon Medical’s Nice‐based employee works council. Completion of the transaction will be conditional on satisfaction of customary closing conditions and receipt of competition approvals injurisdictions where the transaction meets relevant notification thresholds. The acquisition will be funded from existing cash balances and is expected to close in the second half of 2022. Cochlear will not be assuming any liability for issues that may arise from the voluntary field corrective action for Oticon Medical’s Neuro Zti cochlear implant announced in October 2021.

For further information, please contact:

27.4.2022 08:01:11 CEST | Demant A/S | Inside information Company announcement
no 2022-09 27 April 2022

Demant intends to divest its Hearing Implants business, while ensuring lifelong support of existing patients.

Demant has negotiated an agreement with the intention to divest its Hearing Implants business, Oticon Me-dical, to Cochlear Limited for a total consideration of DKK 850 million. The transaction follows a review of strategic options for the business area, including how to ensure the best lifelong support of existing patients.

Since the establishment of its Hearing Implants business in 2007, Demant has invested significantly in implantable solutions for the treatment of hearing loss, and the employees of Oticon Medical have worked tirelessly to bring industry-leading technology to thousands of patients, reaching many major milestones along the way. However, Demant has now concluded that the prospect of becoming a global leader in hearing implants is not achievable within a reasonable time frame without disproportionate levels of investments and significant dilution of the Group’s profitability. In this light, Demant has taken the decision to discontinue its efforts in hearing implants.

As a result, Demant believes it is in the best interest of both patients and the company to divest its Hearing Implants business to Cochlear, which is the global leader in implantable solutions for hearing loss. As part of the transaction,Cochlear has committed to servicing existing patients of Oticon Medical now and in the future.

“Overcoming the challenges of hearing loss – and living with implant technology to alleviate this – is a lifelong journey, and we believe it is best for our patients to continue this journey with Cochlear. We will do everything in our power to ensure minimal implications of the intended divestment for customers and patients as well as the employees of Oticon Medical,who have delivered beyond expectations and are some of the brightest minds in the industry,” says, Søren Nielsen,President & CEO of Demant, and continues.”

“Demant remains fully committed to hearing healthcare and audio technology. We will continue to grow and expand in hearing aids, hearing care and diagnostics, where we are uniquely positioned to service users and customers from the firstscreening, over the first fitting to continued personalised care, and to pursue the strong growth potential in Communications with our EPOS brand.”

“Dig Howitt, Cochlear’s CEO & President, adds: “We look forward to welcoming Oticon Medical’s entire base of implant customers and patients to the Cochlear family. Driven by our mission to innovate and deliver a lifetime of hearing outcomes, we will seek to ensure that Oticon Medical’s customers and patients continue to be supported with a lifetime ofhearing solutions. We will work closely with Demant to ensure a seamless transition of the business to Cochlear to ensure continued access to current Oticon Medical technology for customers and patients in the coming years. We will develop next-generation sound processors and services that will enable customers to transition to and benefit from Cochlear’s technology platform over time. The acquisition of Oticon Medical will provide us with greater scale and will enable us to increase our investments in R&D and market growth activities.”

Transaction details:  The transaction involves the divestment of Demant’s Hearing Implants business area, which comprises its cochlear implants(CI) and bone anchored hearing systems (BAHS) product categories. Of the total consideration of DKK 850 million, DKK 700million will be paid in cash at closing and DKK 150 million within 18 months after closing.

Subject to regulatory approvals and other customary closing conditions, the transaction is expected to close in H2 2022,following consultation of relevant workers’ councils.

Financial impact:  In 2021, Hearing Implants realised revenue of DKK 512 million and EBIT of DKK -117 million, and the business area thus had a dilutive impact on the Group’s EBIT margin of 1.2 percentage points.

Going forward, Hearing Implants will be recognised separately as a discontinued operation in the Group’s financial reporting, and comparative figures will be restated to reflect this. As a consequence, Hearing Implants will neither be included in the Group’s EBIT nor in the Group’s outlook for continuing operations.

Excluding Hearing Implants from the Group’s outlook for 2022 has a positive impact of around DKK 150 million on the Group’s expected EBIT for the full year. Consequently, the Group now expects EBIT of DKK 3,600-3,900 million (previously DKK 3,450-3,750 million). The impact on other outlook metrics is neutral.

The profit after tax of discontinued operations in 2022 is expected to be negative by around DKK 150-200 million. This mostly reflects the expected operating loss in Hearing Implants, which may be further negatively impacted by the announced transaction in the period until closing, and also certain one-off items, such as the fair value adjustment of assets and liabilities that reflects the realised sales price and transaction costs. The net impact of the one-off items is expected to be roughly neutral, subject to adjustments for working capital and other items at closing.

There are no changes to the Group’s medium- to long-term outlook.

Conference call details:  Demant will host a conference call on 27 April 2022 at 14:00 CEST. To attend this call, please use one of the following dial-ins: +45 7876 8490 (DK), +44 2037 696 819 (UK) or +1 6467 870 157 (US). The pin code is 314337. A presentation for the call will be uploaded to www.demant.com shortly before the call.

About Demant:  Demant is a world-leading hearing healthcare and technology Group built on a heritage of care, health and innovation since1904. The Group offers innovative technologies, solutions and know-how to help improve people’s health and hearing.Headquartered in Denmark, the Group employs approx. 18,100 people globally and is present with solutions in 130countries where we create life-changing hearing health. William Demant Foundation is the majority shareholder in Demant A/S, which is listed on Nasdaq Copenhagen as a blue-chip stock.

About Oticon Medical:  Oticon Medical is a global company in implantable hearing solutions, dedicated to bringing the power of sound to people at every stage of life. Oticon Medical’s competencies span more than a century of innovations in sound processing and decades of pioneering experience in hearing implant technology. Oticon Medical works collaboratively with patients,physicians and hearing care professionals to ensure that every solution is designed with users’ needs in mind. Oticon Medical has a strong passion to provide innovative solutions and support that enhance the quality of life and help people live full lives – now and in the future.

About Cochlear Limited:  People have always been Cochlear’s inspiration, ever since Professor Graeme Clark set out to create the first multi-channel cochlear implant after seeing his father struggle with hearing loss. Since 1981, Cochlear has provided more than 650,000devices in more than 180 countries, helping people of all ages around the world to hear. As the global leader in implantable hearing solutions, Cochlear connects people with life’s opportunities and welcomes them to the world’s largest hearing implant community.Cochlear has a global workforce of more than 4,000 people, with a passion for progress, who strive to meet the needs of people living with hearing loss. The company continually innovates to anticipate future needs, investing more than AUD 2billion to date in research and development to push the boundaries of technology and help more people hear.

About Demant A/S:  Demant is a world-leading hearing healthcare group that offers solutions and services to help people with hearing loss connect with the world around them. In every aspect, from hearing devices, hearing implants, diagnostics to audio and video solutions and hearing care all over the world, Demant is active and engaged. Our innovative technologies and know-how help improve people’s health and hear-ing. We create life-changing differences through hearing health.

2022-09 Divestment of Hearing Implants