DUNFERMLINE, Scotland, U.K.—Optos plc (LSE: OPTS), a leading medical retinal imaging company, has announced the proposed acquisition of the entire issued share capital of Opto Global Holdings Pty Ltd, an ophthalmic device company based in Adelaide, South Australia, for up to US$14.75 million.

The transaction will bring Optos "a revenue generating business with a strong range of products and a global distribution network," the company said, noting that, in particular, Optos will be able to expand the market for Opto Global’s products in the U.S. and EU markets and will also promote its own products in Opto Global’s international markets in the Far and Middle East, Australasia, Africa and Latin America.

On Nov. 12, Optos plc made a conditional cash and share offer to the shareholders of Opto Global to acquire the entire issued share capital of the company. In the event that the shareholders of Opto Global do not accept the offer, Optos has agreed with Opto Global to acquire the business and substantially all of the assets of Opto Global including the shares of its subsidiary undertakings. The total consideration payable to shareholders of Opto Global under the offer is up to US$14.75 million, comprising initial consideration payable on completion of the offer of $10.75 million in cash and $1 million to be satisfied by the issue of new ordinary shares of Optos plc and contingent cash consideration of up to $3 million based on the achievement of certain revenue-related milestones over the 12-month period beginning in the third month after completion of the offer.

Roy Davis, CEO of Optos, commented, “This acquisition brings a number of complementary products which we can market through our sales channel in our core U.S. and EU markets. In addition, through this deal we expand our geographic reach into new markets, particularly the Far East and gain access to a strong distributor network and pipeline of new product opportunities. We expect the impact of this transaction to be earnings enhancing in the current financial year. This represents an important step in our journey to becoming a leading provider of diagnostic and treatment solutions to the ophthalmic community.”

Opto Global sells a range of over 20 optometry and ophthalmology products through a network of international distributors and through its own sales force in Australia. It designs, develops, sources and sells precision optometric and ophthalmic equipment that covers the diagnosis and treatment in the four main areas of ophthalmology; glaucoma, cataract, refractive and retina targeting the needs of ophthalmologists, optometrists, hospitals and associated health care professionals. treatment of eye diseases and disorders.

Opto Global sources its products from a range of device manufacturers. The principal suppliers are Frey, Lightmed and Opto Eletronica SA. Opto Eletronica, based in Brazil, is closely linked with Opto Global as a shareholder, supplier, contract manufacturer and distributor for the Central and South American markets. The company has a number of new product development initiatives underway, particularly in developing new laser products, a statement noted.

Opto Global’s revenues for the year to 30 June 2010 were AU$4.5 million (£2.8 million) with the majority of sales arising from customers in the Middle East and Africa and, through Opto Eletronica, in South and Central America. The Opto Global group incurred losses of AU$0.5 million in the year to 30 June 2010 and its net assets at that date were AU$2.7million.

The chairman of Opto Global, Fiona Pak-Poy, and general partner with Innovation Capital, commented, “The Opto Global board believes this acquisition presents an excellent opportunity for the company. Optos’ strong sales channel allows us to distribute our growing product range into major markets and to deliver important revenue synergies.”

The CEO of Opto Global, Jairo Kerr Azevedo is to remain with the business after the acquisition is completed and will join the Optos Operating Board upon completion.

More details about the pending transaction are at www.optos.com.