In the industrialized countries heart diseases are cause of death number one!
Worldwide approx. 9 mio. people die per year because of sudden cardiac death (SCD). In Germany there are 100,000 cases per year.
In approximately 80 % of all cases high frequent heart arrhythmias are responsible. In principle every person can be in danger.
Sudden cardiac death (SCD) is in approx. 50 % of all cases the first manifestation of a heart disease. The affected persons did not know about their heart problem and thus could not take any preventive action.
The BMDSys Optical GmbH offers with a unique technical innovation a solution for this problem!
The diagnostic system developed by BMDSys Optical GmbH allows a cardiologist to estimate the risk for sudden cardiac death within five minutes based on the heart‘s magnetic signals.
The team of BMDSys Optical GmbH and the physicians accompanying the clinical studies developed a technology that allows an individual risk stratification, which saves many lives.
Thus, this innovation is not only a highly interesting investment, but of high medical, clinical, sociological and economical relevance.
Investors can participate actively in the company and profit from the future prospects.
More information at http://www.demicco.ch/investment_opps.html
2. DISCLAIMER
The contents of this document are strictly confidential and were obtained inter alia from
publicly available information. This document (the “Concept, Structure & Investors
Presentation”) is a marketing document and not a regulatory document.
The sole purpose of this document is to assist the recipient in deciding whether to proceed with
a further investigation of an investment in BMDSys Optical GmbH, registered in Germany,
(“the “COMPANY”) and the "Proposed Transaction". This document does not purport to be all‐
inclusive or to contain all the information that a prospective interested party may desire to
evaluate the Proposed Transaction. This document has been prepared only for informational
purposes relating to the Proposed Transaction only.
Neither COMPANY nor its affiliates or representatives assumes any responsibility for the
independent verification of any of the information set forth in this document, or of any
additional evaluation material made available in connection with any further investigation of
the Proposed Transaction. Neither COMPANY nor its affiliates or representatives make any
express or implied representation or warranty as to the accuracy or completeness of the
information contained in, or for any omissions from, this document or any additional evaluation
material made available in connection with any further investigation of the Proposed
Transaction. In addition, COMPANY (on its own behalf and on behalf of its affiliates or
representatives) expressly disclaims any and all liability which may be based on such
information, errors therein or omissions there from.
Neither the receipt of this document by any person nor any information contained herein or
supplied herewith or subsequently communicated to any person in connection with the
Proposed Transaction is or is to be taken as constituting the giving of investment advice to any
such person. It is the responsibility of the recipient, before entering into any transaction, to
make its own appraisal of the Proposed Transaction, its advantages and risks, without relying
exclusively on the information that was provided to the recipient. If it deems necessary or
useful, the recipient may consult its own legal, tax, financial, accounting and other professional
advisors.
2
In furnishing this document, neither COMPANY nor its affiliates or representatives undertakes
any obligation to provide the recipient with access to any additional evaluation material.
COMPANY reserves the right to negotiate with one or more parties at any time and to enter into
a definitive agreement, without prior notice to the recipient or any other party. COMPANY
reserves the right to terminate, at any time, solicitation of indications of interest in the
Proposed Transaction or in the further participation in the investigation and proposal process by
any party.
Finally, COMPANY reserves the right to modify, at any time, any procedures relating to this
process without assigning any reason therefore. The information contained herein or made
available in connection with any further investigation of the Proposed Transaction is strictly
confidential. This document may not be photocopied, reproduced or distributed to any third
party at any time without the prior written consent of COMPANY. All communications, inquiries
and requests for information relating to these materials should be addressed to COMPANY.
COMPANY is the primary contact for the Proposed Transaction. Please direct all inquiries
regarding the Proposed Transaction to the representatives of COMPANY referred to below.
Interested parties will be required to sign a Non Disclosure Agreement (NDA) and send it, by
email and by post/hand, to the address below.
De Micco & Friends Group Corporation
(advisors, lawyers, auditors)
Switzerland
and
BMDSys Optical GmbH
Germany
www.demicco.ch
5. Overview
Project data
Entrepreneurs:
Planning:
Continuation, development and marketing of an already developed
technology
Business location:
Rudolf‐Diesel‐Straße 7, 89312 Günzburg, Germany
Legal form:
GmbH (German Limited)
Company name:
BMDSys Optical GmbH
Start of operation :
previous company BMDSys Production GmbH 2005
Funding:
Own funding and private equity
Future prospects:
5
Volker Schall and Dr. rer. nat. Gertrud Lembke
A unique product for risk stratification of sudden cardiac death (SCD)
has been developed that now has to be introduced worldwide.
www.demicco.ch
7. 1. Executive Summary
Product/Business model
In the industrialized countries heart diseases are cause of death number one!
Worldwide approx. 9 mio. people die per year because of sudden cardiac
death (SCD). In Germany there are 100,000 cases per year.
In approximately 80 % of all cases high frequent heart arrhythmias are
responsible. In principle every person can be in danger.
Sudden cardiac death (SCD) is in approx. 50 % of all cases the first
manifestation of a heart disease. The affected persons did not know about
their heart problem and thus could not take any preventive action.
The BMDSys Optical GmbH offers with a unique technical innovation a
solution for this problem!
7
www.demicco.ch
8. 1. Executive Summary
Product/Business model
The diagnostic system developed by BMDSys Optical GmbH allows a
cardiologist to estimate the risk for sudden cardiac death within five
minutes based on the heart‘s magnetic signals.
The team of BMDSys Optical GmbH and the physicians accompanying
the clinical studies developed a technology that allows an individual risk
stratification, which saves many lives.
Thus, this innovation is not only a highly interesting investment, but of
high medical, clinical, sociological and economical relevance.
Investors can participate actively in the company and profit from the
future prospects.
8
www.demicco.ch
10. 2. Product
2.1 Previous model
BMDSys Optical GmbH with its team is the follow-up of BMDSys
Production GmbH, which developed, produced and sold with the
same staff the first systems for MFI diagnostics.
With its research and development activities it achieved breaking
results and international acknowledgement. For the first time a
reliable system was available that could detect an enhanced risk
for sudden cardiac death.
Approx. 8 mio. EURO were invested in the industrialisation of
the first version.
10
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11. 2. Product
2.1 Previous model
The systems of the first generation work perfectly and have
successfully been used in various hospitals.
However, the used technology requires liquid helium cooling, which
means an expense of approx. 700 to 900 K EURO during a mean
life cycle of 10 years. This generates high costs and reduces the
economical effectiveness of the systems in the clinical use.
This lack of economical efficiency of the previous model has
reduced the chances in sales in such a way that the former
company could not reach sustainable profit.
11
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12. 2. Product
2.2 APOLLO CXS – the new sensor generation
Das team of BMDSys Optical
GmbH developed, based on the
original technology, a new
system that makes the helium
cooling superfluous. In this way
the operating costs are
importantly reduced.
Thus, the new systems are
highly interesting for any
hospital worldwide that offers
heart diagnostics. The prototype
developed under the label
APOLLO CXS is already
available. All tests have been
successful.
Test finished
Prototype ready
More efficient
Direct sales
Distributors
Low maintenance costs
Sports organisations
ISO certification
Orders are placed!
Ready for market
Cheaper
New technology
Quicker production
Without cooling
12
Use in hospitals
Potential health insurances
High margins (50‐60 %)
First mover Technology
International demand
Mass production
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13. 2. Product
2.3 Projected development schedule
To distribute the APOLLO CXS with the new optical technology (OPM) in clinics and medical centers, a series production
has to be set up and financed. For the international market introduction a period of 1-2 years is scheduled. Already 8-12
months after project start, revenues are possible. The production time per system will be reduced in medium term to 4
weeks for being able to respond to the increasing demand. In 3 years an industrial mass production will become
necessary.
Development processes
Phase 1
Phase 2
Phase 3
Phase 4
Phase 5
Phase 6
Development of the first system (helium)
Tests in hospitals and universities
First marketing national
Development APOLLO CXS (OPM)
Test APOLLO CXS
International marketing
Start series production and marketing
Mass production, worldwide sales
Sales , marketing
13
Development phases
today
mass production
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14. 2. Product
2.3 Projected development schedule
Parallel to the development of the series production, direct and indirect sales channels will
be set up to acquire new customers and advanced bookings.
For systems based on the new technology, orders from the Chinese distributor are already
included in the distribution contract with the previous company BMDSys Production GmbH.
The marketing for the new technology has not been started yet.
14
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15. 2. Product
2.3 Projected development schedule
APOLLO CXS delivers information about the actual electrophysiological status of the heart
based on the record of the heart‘s magnetic signals.
The new system can become a standard diagnostic tool and can be easily combined with
other diagnostics.
APOLLO CXS provides in the handling of heart patients in the clinical routine a new
parameter that surely in the future will be considered for inclusion in the guidelines of
cardiology.
APOLLO CXS leads to a paradigm change in cardiac diagnostics!
15
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16. 2. Product
2.3 Projected development schedule
ADVANTAGES:
Quick and easy: An MFI examination takes maximum 5 minutes including data analysis.
No patient preparation is necessary, not even undressing.
Non-invasive: The sensor system is positioned over the patient‘s chest, it does not touch
the patient!
Side-effect-free: The data acquisition is pure passive, no contrast agents are necessary
and no ionizing radiation is used.
Cost efficient: No helium cooling, room temperature leads to minimum operational costs.
Repeatable: The examination can be repeated as often as required as there are no side
effects. The diagnosis is applicable for all patient groups.
16
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17. 2. Product
2.4 Production/production costs, sales prices
Current production costs per system based on the new technology:
350,000 EURO
Production costs considering a rationalized series production (from 2015)
280,000 EURO
Sales prices:
Price per system for direct sales
900,000 EURO
Price per system for sales via distributors:
500,000 EURO
17
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19. 3. Management team
3.1 Volker Schall, CEO
Volker Schall is a skilled banker and was able to successfully apply
his knowledge in several production and sales companies in the
sports industry.
Because of his expertise in the sports industry he knows the
demands and problems in this field and thus can take advantage of
the enormous potential of this market.
With his great experience as sales manager he is ideal for the
scopes of marketing and sales of the optical diagnosis systems.
Volker offers the whole necessary commercial and sales-related
know-how for being able to lead BMDSys Optical GmbH towards a
successful future.
19
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20. 3. Management team
3.2 Dr. rer. nat. Gertrud Lembke, CTO
Since finishing her studies in physics and her doctorate in 2007, Dr.
rer. nat. Gertrud Lembke (Ms.) was involved in the development of
the optical magnetometers as a scientific employee at the
University Hospital Jena.
Here, she extended her experience in the construction of a
multichannel optical magnetic field sensor system as well as in
simulation and construction of complex coil systems for well
defined magnetic fields.
For her work on this system she received in 2010 the price „Young
Investigator Award“ in the field „instrumentation“ at the
international conference for biomagnetism BIOMAG 2010. She has
the necessary physical know-how for optimizing the system for the
use in clinical routine.
Gertrud is the technical developer from the start of the
company.
20
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21. 3. Management team
3.3 Further executive personnel and employees
Heike Kroker-Häge
Dr. rer. nat. Reinhard Kürsten
Heike Kroker-Häge (Ms.) was responsible for
the quality management of the
superconducting MFI systems for a long time
and knows the necessary steps for the
registration of a medical product.
Reinhard Kürsten studied physics in
Hamburg and obtained his doctorate in 2002.
Furthermore, she has great experience as an
executive assistant, in the scope of
administration, national and international
sales, export, import and purchase.
Subsequently, he was employed at the
‚Physikalisch-Technischen Bundesanstalt‘ in
Berlin in the field of biomagnetic diagnostic.
He was responsible for the final assembly
and testing of the present MFI systems as
well as for their installation.
His extensive knowledge regarding the
behavior and treatment of highly permeable
metal plates is of great importance for the
future development.
21
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22. 3. Management team
3.3 Further executive personnel and employees
MsC. Yingbin Wu
Dipl.-Ing. Klaus Brandt
Yingbin Wu works on the programming of the
data acquisition and analysis software of the
present MFI systems.
As experienced development engineer in the
field of medical engineering Mr. Brandt was
involved in the whole production process of
the helium cooled MFI systems since 2010.
His knowledge and experience are of great
importance for the adaption of the present
programming to the optical magnetometers.
Furthermore, Yingbin Wu is responsible for
the contact to a Chinese distributor who
currently sells the helium cooled systems in
China.
22
In addition, as development and construction
engineer, Klaus Brandt is responsible for the
mechanical parts necessary for the operation
of the system.
www.demicco.ch
23. 3. Management team
3.3 Further executive personnel and employees
Dr.-Ing. Dania Di Pietro Paolo
Annett Veit
Dania Di Pietro Paolo (Ms.) actively works in
the field of biomagnetism since 12 years. She
participates in the software development of
the helium cooled MFI systems since 2005.
Her focus was on the analysis and
presentation of biomagnetic data. In
cooperation with physicians she issued
publications for conferences and professional
journals.
As software engineer, Annett Veit (Ms.) is
responsible for the development and
maintenance of the data bank. This contains
the development of the patient administration
system including the recording of medical
data, the administration and analysis of
anonymized study information, the
development of the project-related data bank
structure, the installation, administration and
script development as well as the planning
and configuration of replication solutions.
Because of her advanced training in the
scope of clinical studies she is an optimum
employee for the establishment of the MFI
diagnostic method in the clinical routine.
23
In addition to this, she participates in the
preinstallation and training at the customers‘
sites.
www.demicco.ch
25. 4. Market overview
Special hospitals,
universities
hospitals
Cardiologists
Prevention
Medical
prevention
Prevention
Sports centers
Modern
practices
The alternative diagnostic methods do
not provide the precision, comfort,
efficiency or a combination of the
mentioned criteria. Some of the
alternatives are invasive and/or put high
side effects to the patient .
Sports centers
Sports
organisations
Direct sales
25
Large medical
centers
Cardiological
Sports
The largest sales potential is in hospitals
and large medical centers that offer heart
diagnostics on the latest state of
technology. APOLLO CXS offers
acquisition, display and analysis of the
magnetic signals of the human heart.
Thus, several large diagnostic sectors in
cardiology can be covered at the same
time, e.g. risk stratification of future lifethreatening arrhythmias and detection of
acute and stress induced ischemia.
Medical
facilities
4.1 Target groups
Sales via distributors
Admission of health
insurances
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26. 4. Market overview
4.2 Competitors
AtB, Pescara (Italy) (A)
Elekta, Stockholm (Sweden) (C)
AtB was founded in 1990 and had cooperations with
the universities of Ulm and Jena for some years. It
carried out orders of the universities and delivered a
system named „Argos 200“ for magnetic heart
measurement to the university of Jena. This
company is not significantly active any more since
2006 and never established an industrial production
of MFI systems. AtB does not offer an optical
technology!
In a subsidiary of Elekta a system for
electroencephalography (helmet shaped) is
produced and sold. It is not possible to measure
heart signals with this system and thus this product
is no competition to our system. No optical
technology available.
CardioMag Imaging (USA) (B)
In August 2010 the magnetocardiography (MCG)
technology of KRISS was transferred to Biomagnetik
Park GmbH. In January 2012 an MCG system of the
company Biomagnetik Park GmbH was certified as a
new medical device for the diagnose of coronary
heart diseases according to the European Medical
Directive 93/42/EEC. There is no compatible
software for a risk stratification of sudden cardiac
death. No optical technology available.
Cardiomag sold in the past a 9-channel system for
the measurement of the heart‘s magnetic field with
which acute ischemia in the human heart can be
detected. However, the recording bandwidth was so
small and the noise so high that the system could not
be used for risk stratification based on the QRS
fragmentation. No optical technology available.
26
BMP Hamburg (Germany) (D)
www.demicco.ch
27. 4. Market overview
4.2 Competitors
Thus, those suppliers are no real
competition for the optical system
of BMDSys Optical GmbH.
The operation without helium is a
unique selling proposition that is
not offered by any competitor and
saves approx. 900 K EURO of
operation costs during 10 years (life
cycle of a SQUID based MFI
system).
Thus, the optical MFI system
APOLLO CXS is unique in the
whole world.
Competitor
A
Competitor
B
Competitor
C
Competitor
D
APOLLO CXS
Price
↑
↓
↔
↑
↓
Performance
↑
↓
↙
↔
↑
Regional market
share
National market
share
Regional
acceptance
National
acceptance
↓
↓
↓
↓
↓
↓
↓
↓
↓
↓
↔
↔
↔
↔
↑
↔
↔
↔
↔
↑
Product range
↔
↓
↔
↗
↓
Marketing
↔
↙
→
↔
↔
Innovation
↔
↔
↙
↔
↑
Company size
↓
↑
↓
↔
↔
On the market
since
All systems of competitors are
based on superconductive sensors,
i.e. they require helium cooling for
operation.
1990
2005
2000 ‐ 2005
2010
2008
Legend: ↑ very high; ↗ high; ↔ moderate; ↙ low; ↓ very low
27
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32. 6. Financial planning
6.1 Sales figures
Sales planning
2014
2015
2016
Price/system
China (Transfer of distribution contract)
500,000.00 €
0
7
12
Channel direct sales
900,000.00 €
0
3
12
Channel health insurances
600,000.00 €
0
1
12
Channel distribution
600,000.00 €
0
1
12
0.00 €
7,595,000.00 €
30,355,000.00 €
10,000.00 €
100,000.00 €
120,000.00 €
0.00 €
6,000.00 €
60,000.00 €
72,000.00 €
72,000.00 €
3,160,000.00 €
7,787,000.00 €
30,427,000.00 €
Revenues from sales
Project sponsorship by BMBF
Maintenance Hamburg, Bad Oeynhausen
Capital inflow from investors
Revenues in total
3,000,000.00 €
The sales figures of BMDSys Optical GmbH especially depend on the production capacities to be
managed. In case of conservative planning, from 2015 on 12 units, i.e. one system per month, will
be produced. This means a turn over of already 7.5 mio. EURO. Up from 2016 the production will be
increased to at least 48 units which means an average turn over of 30 mio. EURO.
32
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33. 6. Financial planning
6.2 Cost of materials
Cost of materials
IRFS (radiofrequency shielding)
Coil material
new sensor system holder
new sensor system
non‐magnetic, height‐adjustable patient support
Incidentals
Cost of materials
Cost of material in total
2014
1,000.00 €
350,000.00 €
2015
2016
140,000.00 €
25,000.00 €
15,000.00 €
10,000.00 €
10,000.00 €
10,000.00 €
150,000.00 €
360,000.00 €
0.00 €
0.00 €
0.00 €
0.00 €
0.00 €
12,000.00 €
4,200,000.00 €
4,212,000.00 €
0.00 €
0.00 €
0.00 €
0.00 €
0.00 €
48,000.00 €
13,440,000.00 €
13,488,000.00 €
The costs of material are calculated proportionally to the sold units. Based on the long delivery time
of up to 3 months for single components, purchasing and financing has to be scheduled accordingly.
33
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34. 6. Financial planning
6.3 Cost of personnel
Cost of personnel
2014
Number of employees
CEO
CTO – Dr. rer. nat.
emp‐2 – QAM
emp‐3 – Dr. rer. nat.
emp‐4 – Ms.C
emp‐5 – Dr.‐Ing.
Project administration – Dr. habil.
emp‐6‐mdt – Dipl. Ing.
emp‐7‐mdt – Ing.
emp‐8‐ production assistant
Sales‐2
Cost of personnel in total:
Sales‐2‐Bonus
8,500.00 €
8,500.00 €
6,000.00 €
6,000.00 €
6,000.00 €
6,000.00 €
4,000.00 €
6,000.00 €
6,000.00 €
4,500.00 €
3,000.00 €
2015
2016
7
90,000.00 €
90,000.00 €
60,000.00 €
60,000.00 €
60,000.00 €
60,000.00 €
40,000.00 €
60,000.00 €
60,000.00 €
0.00 €
0.00 €
9
108,000.00 €
108,000.00 €
72,000.00 €
72,000.00 €
72,000.00 €
72,000.00 €
48,000.00 €
72,000.00 €
72,000.00 €
49,500.00 €
108,000.00 €
19
168,000.00 €
168,000.00 €
144,000.00 €
144,000.00 €
144,000.00 €
144,000.00 €
144,000.00 €
108,000.00 €
108,000.00 €
108,000.00 €
144,000.00 €
565,000.00 €
888,000.00 €
1,366,800.00 €
0.00 €
135,000.00 €
540,000.00 €
The costs for personnel increase with increasing production. For the two founders (CEO and CTO) an
additional performance‐related bonus system should be developed.
34
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35. 6. Financial planning
6.4 Operational costs (without personnel)
Operational costs
Rent + heating
Electrical current /person
Telephone costs/person
Internet
Company car
Consultant
CE + QM costs
Cleaning
Marketing/PR
Diverse
Insurances
Office supplies
Travel expenses
Clinical studies Hamburg
Clinical studies Bad Oeynhausen
other production costs
Preparation and control of installation
Maintenance Laser
Operational costs without personnel in total
2014
5,600.0 €
200.00 €
50.00 €
50.00 €
900.00 €
4,000.00 €
1,200.00 €
250.00 €
500.0 €
1,300.0 €
500.00 €
0.00 €
6,000.00 €
6,000.00 €
10,000.00 €
8,000.00 €
700.00 €
2015
2016
61,100.00 €
15,400.00 €
3,850.00 €
550.00 €
9,900.00 €
40,000.00 €
13,200.00 €
2,750.00 €
18,000.00 €
4,250.00 €
14,300.00 €
5,500.00 €
20,000.00 €
60,000.00 €
60,000.00 €
0.00 €
0.00 €
7,700.00 €
67,200.00 €
21,600.00 €
5,400.00 €
600.00 €
19,200.00 €
48,000.00 €
14,400.00 €
3,000.00 €
57,000.00 €
6,000.00 €
15,600.00 €
6,000.00 €
68,000.00 €
72,000.00 €
72,000.00 €
110,000.00 €
32,000.00 €
8,400.00 €
67,200.00 €
45,600.00 €
11,400.00 €
600.00 €
30,000.00 €
48,000.00 €
14,400.00 €
3,000.00 €
120,000.00 €
6,000.00 €
15,600.00 €
6,000.00 €
96,000.00 €
72,000.00 €
72,000.00 €
720,000.00 €
280,000.00 €
8,400.00 €
336,500.00 €
626,400.00 €
1,616,200.00 €
The operational costs correspond to the common scales of a technological company of this
dimension. The assigned study costs fall in the category „research and development“.
35
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36. 6. Financial planning
6.5 Investments
Investments
2014
Electronics hardware
Production of Cs cells
Subvention University of Ulm
Software licences
Asset deal
0.00 €
0.00 €
10,000.00 €
2,500.00 €
50,000.00 €
Investment in total:
2015
2016
140,000.00 €
80,000.00 €
10,000.00 €
2,500.00 €
50,000.00 €
282,500.00 €
0.00 €
0.00 €
10,000.00 €
2,500.00 €
0.00 €
12,500.00 €
0.00 €
0.00 €
0.00 €
2,500.00 €
0.00 €
2,500.00 €
For the first operational year only 280 K EURO are necessary, with which the whole technology and
the most important assets of the previous company can be bought. The previous company invested
during it‘s operational time approx. 8 mio. EURO. BMDSys Optical GmbH can proceed with it‘s
acitvities completely unencumbered.
36
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38. 6. Financial planning
6.7 Capital demand
The actual capital demand of the company is 3 mio. EURO.
The capital will be used in the following ways:
- Finishing the series-production readyness of the prototype
APOLLO CXS
- Optimizing the production
- Set up of national and international sales
- National marketing aktivities
- Continuing the health insurance license
- Prefinancing the existing and future orders
38
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40. 7. Offer for investors
7.1 Participation
Interested investors can participate directly in the BMDSys Optical
GmbH.
Considering the sales and profit and the enormous market- and
development potential the company today is rated with minimum
21 mio. EURO.
The momentary proprietors offer investors a company share of up
to 21 % for an exceptional price of 3 mio. EURO, which covers
the momentary capital need.
The mininmal investment is 500 K EURO per investor.
40
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41. 7. Offer for investors
7.2 Exit strategies
The management teams searches investors for medium and long
term attendance.
The actual business plan was set up for 3 years. From the 4th year
on an industrial production should be established, that covers the
demand. It can be assumed that the company than faces another
developmental step.
Possible exit strategies from the momentary point of view:
- Rebuy of shares through the company owner
- IPO, Reverse Merger
- M&A transaction
41
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42. Further questions?
Please contact us:
De Micco & Friends Group
Dr. Luigi Carlo De Micco
eMail:
Phone:
Mobile:
Web:
luigi@demicco.ch
+ 34 871 944 532
+ 34 637 216 267
www.demicco.ch
Volker Schall
eMail:
Phone:
volkerschall@live.de
+ 49 177 878 497 8
Dr. rer. nat. Gertrud Lembke
42
eMail:
Phone:
G.Lembke@web.de
+49 176 414 283 15
www.demicco.ch