4DMedical (4DX) M&A announcement summary

Deal rationale and strategic fit

• Immediate entry into the European market with an established commercial and clinical platform, expanding presence to three major regions.

• Acquisition accelerates access to a large, growing market for advanced lung diagnostics, supported by demographic and healthcare trends.

• Complements and extends the existing lung imaging portfolio, supporting a full continuum of lung health solutions.

• Strengthens global clinical network and enhances partnerships with key opinion leaders and industry stakeholders.

Financial terms and conditions

• Upfront payment of €11.42 million (approx. A$18.56 million) in cash and 56,235 shares.

• Contingent earnout of up to 2,589,247 options over two years, subject to performance milestones and shareholder approval.

• Retention of €19.0 million (approx. AU$30.8m) in accumulated tax losses to offset future taxable income.

• €0.5 million of the purchase price withheld as indemnity escrow, released 18 months after closing if no valid claims.

Synergies and expected cost savings

• Capital-efficient market entry avoids the time and cost of building a greenfield presence in Europe.

• Reduces cost of new customer acquisition and builds value for existing customers through complementary technology.