Next Science to Sell Majority Assets for US$50m, Plans Shareholder Payout
Next Science Limited has agreed to sell most of its assets to Demetra Holdings for US$50 million, with plans to return an estimated US$30 million net proceeds to shareholders pending approval.
- Binding agreement to sell majority assets to Demetra Holdings for US$50 million
- Estimated US$30 million net proceeds to be returned to shareholders
- Transaction excludes DME business assets
- Shareholder approval required under ASX Listing Rule 11.2
- Board unanimously recommends approval, citing significant premium over market cap
A Major Shift for Next Science
Next Science Limited (ASX, NXS), a medical technology company known for its proprietary XBIO™ infection prevention technology, has announced a landmark agreement to sell substantially all of its assets to Italian medical device supplier Demetra Holdings S.p.A. The deal, valued at US$50 million, marks a significant strategic pivot for Next Science, which has operated since 2012 with a focus on reducing infections in human health.
The transaction includes the sale of regulatory approvals, intellectual property, contracts, inventory, and goodwill related to Next Science’s core business, but notably excludes assets tied to its DME business. This carve-out suggests Next Science may retain some operational footprint or explore alternative paths post-sale.
Financial Implications and Shareholder Returns
After accounting for debt repayment, transaction costs, potential tax liabilities, and winding down expenses, Next Science estimates net proceeds of approximately US$30 million will be available for distribution to shareholders. This figure remains preliminary and subject to tax advice and final transaction costs, but it represents a substantial premium over the company’s current market capitalization.
The board has unanimously recommended shareholders vote in favor of the deal, emphasizing the value recognition this sale represents. An extraordinary general meeting (EGM) is scheduled for August 14, 2025, where shareholders will vote on the proposal, supported by an independent expert’s report assessing the fairness and reasonableness of the transaction.
Strategic Rationale and Future Outlook
Next Science’s CEO, Harry Hall IV, highlighted the strategic benefits of the transaction, noting that Demetra’s broader commercial reach and financial resources will better position Next Science’s innovations to fulfill their potential in surgical infection prevention worldwide. This suggests a recognition that scaling and commercializing their technology may be more effectively achieved under Demetra’s stewardship.
Following completion, expected around mid-September 2025, Next Science will evaluate its future as a going concern. The exclusion of the DME business from the sale hints at possible avenues for the company to maintain a presence or pivot into new opportunities, though details remain to be clarified.
Conditions and Risks
The sale is subject to customary conditions precedent, including shareholder approval and regulatory consents. The agreement contains termination provisions allowing either party to withdraw under specific circumstances, including the emergence of a superior proposal or adverse regulatory rulings. Notably, Next Science retains a fiduciary out clause to consider unsolicited acquisition offers that may be more favorable to shareholders.
Investors should watch closely for the outcome of the EGM and any competing bids, as well as the final net proceeds calculation, which will influence the ultimate shareholder return and Next Science’s strategic direction.
Bottom Line?
Next Science’s asset sale sets the stage for a shareholder windfall but leaves its future business model open to question.
Questions in the middle?
- What strategic plans does Next Science have for its remaining DME business post-sale?
- Could a superior acquisition proposal emerge before the EGM, altering the transaction dynamics?
- How will tax liabilities and winding down costs ultimately impact the net proceeds returned to shareholders?
