| November 24, 2004 |
Notification
of acquisition of Maspac Co. |
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Having established Goodman Medical Ireland Co., a 100% subsidiary located
in@Ireland, Goodman completed a contract for the acquisition of Maspac
Limited stock (head office located in Ireland) on the 23rd November, 2004,
formally transforming it into a Goodman subsidiary company. |
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1.Purpose and future objective of acquisition |
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Goodman has promoted business operations focusing on the import, development,
manufacture and sale of diagnostic and therapeutic intravascular catheters
used in the cardiological field (heart disease). Intella Interventional
Systems Co, in 2000, and Avantec Vascular and LightLab Imaging, in 2002,
were purchased as subsidiary companies for the purpose of internally developing
value added cutting edge medical products.
Through
this series of acquisitions, Goodman has built up a defined position as a
device manufacturer. However, in order to make the jump to a cutting-edge
research and development enterprise and press forward more strategically for global
expansion, Goodman is in the process of restructuring the group enterprise with
the consideration of decisive intellectual property and optimal production
management.
Avantec
Vascular and Intella Interventional Systems were integrated through a merger on
30 June, 2004, and were specialized in function into a research and development
base for cutting edge products with a focus on drug eluting stents.
Maspac,
which had been entrusted as a manufacturer of part of the Goodman product
line-up, was purchased at this time to provide a production base for global
development.
Ireland, when compared to other principal countries of the world, not only
offers low corporate taxation and a wealth of young, highly educated labor
with business skills and pertinent technological skills, but also has good
access to the European market and a government administration that is proactively
attracting industry by establishing various favorable measures for advancing
corporate enterprise.
By specializing the function of Maspac into a production center for the
Goodman group, product can be quickly supplied to the markets of Europe,
Asia and America. Focusing on production alleviates effects of fluctuations
in the varying product life cycles of each world market, which allows for
the building of a production system with a stable operating rate. |
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2.Details of acquisition:
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(1) Goodman Medical Ireland acquired all shares of Maspaq as of 23rd November,
2004. |
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(2) The number of voting rights before and after the purchase of Maspaq
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(Before) |
(After) |
| A) Number of voting rights held by Goodman |
0 shares |
400,000 shares |
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B) Total number of voting shares |
400,000 shares |
400,000 shares |
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C) Percentage of total voting shares |
0% |
100% |
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(3) Required total financial amount for purchase |
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4,000,000
Euro (approx 540,000,000 Yen) |
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(4) Schedule of acquisition |
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23rd November, 2004 completed contract for acquisition
23rd November, 2004 completed acquisition
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3. Company outline of subsidiary |
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(1) Trading name |
Maspac
Limited |
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(2) Representative |
Ravinder
Gill (Director) |
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(3) Location |
Mervue Business Park Galway, Ireland |
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(4) Established |
17th August, 1993 |
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(5) Principle business activity |
Manufacturing
of medical devices |
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(6) Capital |
507,895
Euro |
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(7) Share allocation |
400,000
shares |
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(8) Number of employees |
104 staff |
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(9) Facility specification |
1,400 m2 |
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(10)Production capacity |
Coronary
stents - 24,000 sets/per year
PTCA
balloons - 24,000 sets/per year |
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(11) Results of current business activity: |
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(baseline: per thousand
Euro) |
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Period ending December,
2001 |
Period ending December,
2002 |
Period ending December,
2003 |
| Total Sales |
1,097 |
1,023 |
2,214 |
| Gross profit |
419 |
387 |
690 |
| Ordinary profit |
-109 |
30 |
48 |
| Current net income |
-109 |
30 |
48 |
| Current total assets |
701 |
596 |
1,204 |
| Debt |
630 |
516 |
1,076 |
| Shareholders Equity |
70 |
79 |
127 |
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