HONG KONG, CHINA, - 31 August 2018 - Genea Limited ("Genea"), Australia's leading provider of integrated advanced assisted reproductive technology ("ART") services, and a consortium of investors (the "Consortium") led by Aldworth Management ("Aldworth"), Mason Group Holdings Limited ("Mason Group", stock code: 00273.HK) and We Doctor Holdings Limited ("WeDoctor"), are pleased to announce that the companies have entered into a Scheme Implementation Agreement ("SIA") under which the Consortium will seek to acquire a 89.5% stake in Genea. (collectively, the "Transaction")

 

Genea is one of the world's leading fertility groups with an outstanding track record spanning over 30 years. Genea developed technology including culture media and embryo transfer catheters used in more than 600 clinics across 60 countries. Headquartered in Sydney with over 400 employees and operations globally, Genea is the only integrated ART platform, with both services and technology, in the industry worldwide. 

 

Genea offers a comprehensive range of ART services, including in-vitro fertilization ("IVF"), egg and embryo freezing, genetic testing, sperm bank, day surgeries and pathology. Leveraging on its extensive experience and technologies, Genea has been engaged by hospitals and clinics in 17 countries to conduct assessment and improvement projects, including some of the largest hospitals in China.

                

Through its Genea Biomedx division, Genea provides technologically advanced medical devices, consumables and software that pioneers concepts of self-learning artificial intelligence in this area of science and which help automate and standardise the ART process for embryologists and practitioners at IVF labs and fertility clinics. Since 2015, Genea has been the global innovation partner to global pharmaceutical company Merck KGaA in ART technology for development and commercialization of Genea's innovative IVF technologies.

 

In 2017, Genea Biomedx won two Gold Awards at the 19th Annual Medical Design Excellence Awards, one of the most respected medical product awards in the world through the successful development of Geri, a time-lapse incubator with individually controlled patient incubator chambers to provide automated cell event tracking for custom applied scoring algorithms for embryo assessment and grading and Gavi, the world's first instrument to automate key stages of IVF vitrification which is the process of freezing embryos and eggs for use in later cycles. In July 2018, Genea was the highest ranked healthcare provider named on Australian Financial Review's Top 100 Most Innovative Companies List.

 

Strategic Alignment

 

Mason Group, Aldworth, and WeDoctor came together in May 2018 to create Hong Kong's largest IVF clinic group Reproductive Healthcare Group through merger of two of the largest and most reputable IVF practices in Hong Kong. The Transaction signifies a new step forward for the three companies to venture into markets outside of Hong Kong and significantly expand their IVF talent pool. 

 

While the Hong Kong IVF market remains a key focus , they are also strategically eyeing a bigger share of the cross-border and outbound Chinese medical tourism market which grew approximately 40% year over year in 2017 to approximately RMB 1 billion (~US$150.9 million). 

 

Leveraging on Genea's strong presence in Australia, New Zealand and Thailand, the Consortium aim to capture growing outbound Chinese patients by providing them with easy access to high quality IVF services overseas, and also further consolidate the IVF technology and service industry in Asia.

 

Furthermore, through Mason and WeDoctor's sales channels for medical devices and consumables, Genea can better position itself to tap into China's booming IVF market. The Transaction is expected to facilitate the sharing of IVF resources in the region and encourage exchange of technology and ideas among some of the brightest minds in the industry. 

 

It is the combined vision of Aldworth Management, Mason Group, WeDoctor and Genea to establish a world-leading assisted reproductive service provider and innovator capable of driving the next stage of industry growth. Moreover, WeDoctor's established network in China will be instrumental to Genea's plan to gain access and offer its innovative and leading IVF technologies to the US$2 billion Chinese IVF market, one of the world's largest and fastest growing IVF markets.

 

The proposed investment also represents an important milestone for WeDoctor in the implementation of its international strategy, further expanding its healthcare platform outside of China and offering overseas medical services to its Chinese users.

 

Tomas Stojanov, Chief Executive Officer of Genea, said: "The Transaction marks an important next step on the ongoing growth of Genea as one of the world's leading integrated IVF companies. With the Consortium, Genea is confident it has the right partners for the next stage of its growth and allows more patients access to our technology and success rates and providing greater opportunities for doctors and staff. The transaction will not impact patient care and there is no intended change to the Genea business model."

 

Mr. Jerry Liao, Chairman and CEO of WeDoctor, said, "WeDoctor is poised to advance its strategic international expansion through advantageous alliances and investments. We are as enthusiastic about introducing Genea's expertise to our platform and to China as about extending our transnational reach and connecting Chinese users with premium overseas medical services. Genea's ART breakthroughs over the last 30 years have become the gold standard in the global IVF industry, and its proven track record will enable us to capture the enormous potential in China's fast-growing IVF market and further propel WeDoctor's business development."

 

Mr. Jeff Chen, Chief Strategy Officer of WeDoctor, added, "We are excited about the opportunities and synergies that this transaction can provide to our business and clients. Genea is Australia's best-in-class fertility service provider with the highest success rate in the market. 

 

It is also the only company in the ART industry that operates an integrated platform for clinical services, technologies, medical devices, and consumables. With Genea's strong R&D background and unique distribution partnership with Merck, a global market leader in fertility drugs with an extensive sales network in over 100 countries, we look forward to its contribution to the continuing growth of WeDoctor and Mason Group's comprehensive healthcare ecosystem."

 

Mr. Joel Chang, Chief Operating Officer of Mason Group, said, "The Transaction marks another crucial step for the expansion of Mason Group's footprint as Asia's leading IVF medical platform. Following the successful merger of Reproductive Healthcare Limited and The Women's Clinic in Hong Kong and the establishment of the Reproductive Healthcare Group, we believe that Genea will be a valuable addition to Mason's medical service and biotechnology platform in catering for the growing demand for high quality IVF treatment by medical tourists from China. 

 

WeDoctor's strong network and resources in China can help Genea grow and expand its fertility and IVF medical device and consumable businesses across the Asia Pacific, especially in China."

 

The SIA documenting the Transaction was accepted and recommended by the board of Genea. The SIA contains the terms and conditions on which Genea and the Consortium will be implementing the Transaction. The SIA is subject to conditions precedent including Genea shareholder's approval, Australia's Foreign Investment Review Board approval, court approval and other regulatory approvals. It is anticipated that the Transaction will be complete before the end of this calendar year.

 

Genea is being advised by CITIC CLSA as financial adviser and King & Wood Mallesons as legal counsel. The Consortium is being advised by HWL Ebsworth Lawyers as legal counsel. (mor/roc).