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REG - Optima Health PLC - Optima Health to acquire Cognate Health Limited

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RNS Number : 6019E  Optima Health PLC  11 April 2025

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as amended by regulation 11 of the Market Abuse (Amendment)
(EU Exit) Regulations 2019/310. Upon the publication of this announcement via
Regulatory Information Service, this inside information is now considered to
be in the public domain.

 

 

Optima Health plc

("Optima", the "Company", and, together with its subsidiaries, the "Group")

 

Optima Health to acquire Cognate Health Limited

 

·    Optima Health to acquire Cognate Health Limited for a total
consideration of up to €9 million, adding c.€7 million revenue and €1
million EBITDA

·    The acquisition gives the Group an extensive base in Republic of
Ireland with approximately 60 experienced employees plus a network of 35
licenced Occupational Physicians, in addition to c.30 clinic sites across
Ireland

·    Optima Health's first acquisition in a new jurisdiction, creating
additional growth opportunity and enhancing its ability to deliver tailored,
and comprehensive workplace health and wellbeing solutions to multinational
clients.

 

LONDON, UK, 11 April 2025, Optima Health (AIM: OPT), the UK's leading provider
of technology enabled corporate health and wellbeing solutions, today
announces that it has entered into an agreement to acquire the entire issued
share capital of Cognate Health Limited ("Cognate"), an occupational health
services company based in the Republic of Ireland, for a total cash
consideration of up to €9 million on a cash free, debt free basis (the
"Acquisition").

The Acquisition will expand Optima Health's geographic reach, creating a base
in the Republic of Ireland with c.30 clinic sites across the country. The deal
will also expand Optima Health's customer base and strengthen its ability to
service multinational clients with operations in the UK and Ireland. Alongside
this, the Acquisition brings additional clinical capabilities with
approximately 60 experienced employees, and a substantial network of 35
Occupational Health Physicians to support business growth in this new
jurisdiction. There will be cross selling opportunities, in addition to
revenue synergies.

 

The Acquisition aligns with Optima Health's strategic focus in the
occupational health sector. The Cognate platform provides occupational health
services focused on preventing work-related illnesses and injuries, protecting
workers from occupational hazards, and promoting overall workplace health and
safety.

 

Further to the Acquisition, and as previously stated, the Board believes there
are significant opportunities to accelerate growth and will continue to
evaluate bolt-on acquisitions and consolidation in the market.

 

Jonathan Thomas, Chief Executive Officer of Optima Health, said: "The
acquisition of Cognate is a significant milestone for Optima, providing the
Company with access to a new geographic market. Cognate's business is
strategically aligned with ours, with a focus on occupational health services
to improve health and wellbeing in the workplace. We look forward to
integrating the businesses and benefiting from the significant additional
clinical capabilities, and revenue synergies, as we continue to evaluate
further value-enhancing bolt-on opportunities in the market."

 

Professor John Gallagher, Director of Cognate Health Limited, said: "As
Ireland's leading occupational health provider, Cognate is focused on
supporting and improving the wellbeing of the country's workforce. We are
pleased to work with a company that shares our values as we move to the next
phase of Cognate's journey."

 

Financial considerations

 

Under the terms of the agreement to acquire the entire issued share capital
of Cognate Health Limited on a cash free, debt free basis, subject to
adjustment for normalised working capital, Optima Health will pay an initial
consideration of €7 million on completion, in addition to earn out
consideration of up to €2 million. The Acquisition will be financed using
the Group's existing financing facilities.

 

The earn-out consideration of up to €2 million will become due following the
first two anniversaries subject to the achievement of certain agreed financial
performance criteria.

 

In the 12 months ended 31 December 2024, Cognate Health Limited generated
audited revenue of €7.37 million, a profit before taxation of €0.86
million and at 31 December 2024, had net assets of €1.28 million.

 

 

Enquiries

 

 Optima Health                                       +44(0)3300085113

 Jonathan Thomas, CEO                                media@OptimaHealth.co.uk

 Heidi Giles, CFO

 Nominated Adviser and Corporate Broker

 Panmure Liberum Limited                             +44 (0)20 3100 2000

 Emma Earl / Will Goode / Mark Rogers

 Rupert Dearden

 UK Financial PR Adviser                             optimahealth@icrinc.com

 ICR Healthcare

 Mary-Jane Elliott / Angela Gray / Lindsey Neville

 

 

About Optima Health

Optima Health is the UK's leading provider of occupational health and
wellbeing services, directly influencing and improving people's lives for 25
years. Optima Health's incredible team of professionals quickly and
effectively encapsulate client's needs, supporting organisations of all shapes
and sizes. Through tailored solutions and innovative systems, Optima Health
offers unparalleled clinical expertise to its clients. These solutions ensure
that processes are simple and allow its clients to spend more time focusing on
their employees driving a healthy, high-performing workplace. For more
information visit www.optima health.co.uk

 

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