• MedAdvisor enters binding agreement to sell ANZ business to Jonas Software
• Jonas to acquire 100% of MedAdvisor International Pty Ltd and its subsidiary
• MedAdvisor's US business to continue operating under royalty-free license

MedAdvisor Limited has announced that it has entered into a binding share sale and purchase agreement (SPA) to sell the company's ANZ business division and associated intellectual property to Jonas Software AUS Pty Ltd (Jonas). Under the terms of the SPA, Jonas will acquire 100% of the fully diluted shares of MedAdvisor International Pty Ltd and its subsidiary Medicines Information Pty Ltd, as well as MedAdvisor's UK investment in Charac and all intellectual property used in connection with the target group's business, including the 'MedAdvisor' brand name. MedAdvisor's US business will continue to operate under a royalty-free license arrangement with Jonas. The SPA contains customary conditions precedent, restraints, and a warranty and indemnity regime, with a targeted completion date of 8 July 2025. The headline price for the target group is $35M, plus an uncapped contingent consideration comprised of a three-year earn-out based on the performance of the target group in the three-year period after completion. While there is no guarantee of being achieved, the earn-out is currently estimated to recoup $7.35M, resulting in a total consideration of $42.35M for the proposed transaction. $8M of the headline price will be held back and retained by Jonas, subject to a post-completion adjustment based on an agreed level of working capital attributed to the target group. MedAdvisor intends to use the proceeds from the sale to discharge its finance facilities with Partners For Growth, estimated to be approximately $23.5M, with the remaining funds to be deployed in conjunction with the company's ongoing strategic review of its US business operations.