MedAdvisor’s $42M Deal to Exit ANZ Market with Uncapped Earn-Out
MedAdvisor Limited has entered a binding agreement to sell its ANZ business division and intellectual property to Jonas Software for a headline price of $35 million plus an uncapped earn-out. The deal marks a strategic pivot as MedAdvisor focuses on its US operations.
- Sale of MedAdvisor's ANZ business and IP to Jonas Software for $35M headline price
- Uncapped three-year earn-out estimated at $7.35M contingent on performance
- US business to continue under royalty-free license arrangement
- Proceeds to repay $23.5M debt and fund strategic review of US operations
- Shareholder approval sought to change company name post-completion
MedAdvisor Divests ANZ Business
MedAdvisor Limited, a global leader in pharmacy-driven patient engagement, has taken a decisive step by entering into a binding share sale and purchase agreement to divest its Australian and New Zealand (ANZ) business division. The buyer, Jonas Software AUS Pty Ltd, will acquire the company's main Australian operating entity, MedAdvisor International Pty Ltd, its subsidiary Medicines Information Pty Ltd, the UK investment in Charac, and all related intellectual property, including the MedAdvisor brand name.
Deal Structure and Financial Terms
The headline price for the transaction is set at AUD 35 million, with an additional uncapped earn-out based on the Target Group's performance over the next three years. This earn-out is currently estimated to add approximately AUD 7.35 million, potentially bringing the total consideration to AUD 42.35 million. A holdback amount of AUD 8 million will be retained by Jonas pending post-completion adjustments related to working capital.
Importantly, the US business will continue to operate independently under a royalty-free license agreement, allowing MedAdvisor to maintain its presence in a key market while shedding its ANZ operations.
Strategic Implications and Use of Proceeds
MedAdvisor plans to use the proceeds from the sale, particularly the AUD 27 million payable at completion, to fully repay its finance facilities with Partners For Growth, amounting to approximately AUD 23.5 million. The remaining funds will be allocated following a strategic review of the company's US operations, with potential capital returns to shareholders subject to final adjustments and the timing of earn-out payments.
The company also intends to seek shareholder approval to change its name at the upcoming 2025 Annual General Meeting, signaling a new chapter focused on its US business and future growth opportunities.
About the Buyer and Next Steps
Jonas Software AUS Pty Ltd is a portfolio company of Constellation Software Inc, a Toronto Stock Exchange-listed giant with a market capitalization exceeding US$100 billion. Constellation specializes in acquiring and managing vertical market software businesses, making Jonas a strategic fit for MedAdvisor's ANZ assets.
The transaction is subject to customary conditions, including agreement on a Transitional Services Agreement and other standard warranties and indemnities. Completion is targeted for 8 July 2025, with MedAdvisor committed to updating shareholders once the deal is finalized.
Bottom Line?
MedAdvisor’s ANZ exit refocuses the company on US growth, but the uncapped earn-out and post-sale strategy will be key to watch.
Questions in the middle?
- How will MedAdvisor’s US business perform independently without its ANZ operations?
- What strategic directions will MedAdvisor pursue with remaining capital after debt repayment?
- How might the uncapped earn-out impact MedAdvisor’s future financial results and shareholder returns?
