REG - Novacyt S.A. - Acquisition of Southern Cross Diagnostics

Novacyt SAAnnouncement

23/02/2026 07:00

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RNS Number : 8992T  Novacyt S.A.  23 February 2026

 

Novacyt S.A.

("Novacyt", the "Company" or the "Group")

 

Acquisition of Southern Cross Diagnostics

 

Paris, France, and Manchester, UK - 23 February 2026 - Novacyt S.A. (EURONEXT
GROWTH: ALNOV; AIM: NCYT), the international molecular diagnostics company
with a broad portfolio of integrated technologies and services, announces that
it has conditionally agreed to acquire, via its wholly owned subsidiary,
Novacyt Holdings UK Limited ("Novacyt UK"), the entire issued share capital of
Southern Cross Diagnostics Pty Ltd ("SCD" or "Southern Cross Diagnostics"), a
profitable distributor of diagnostic and life science products, for an initial
cash consideration of AUD$8.5m (equivalent to approximately £4.4m or
€5.1m)* ("Acquisition"). SCD is based in Sydney, Australia and has been a
distribution partner for Novacyt subsidiary Yourgene Health since its
acquisition of Elucigene Diagnostics in 2019.

 

Acquisition Highlights:

 

·    Direct access to the fast-growing Australian diagnostic market, where
Novacyt is seeing strong growth through reimbursement

·    Access to key strategic accounts in the region

·    Access to third party products for distribution opportunities in
other regions

·    Immediately earnings and revenue accretive to the Group's financial
position

o  SCD delivered revenues of circa £6.7m (€7.7m) and a net profit of
circa £0.8m (€0.9m) for the year ended 30 June 2025 ("FY25"), which will
accelerate the breakeven position of the Group

·    Approximately £2.0m (€2.4m) of annual revenue will be removed
from the combined businesses, representing existing direct sales from Novacyt
to SCD

·    Founder and owner of SCD has agreed to invest up to AUD$0.8m via his
Trust (Ardenna PTY LTD) in Novacyt in accordance with the Acquisition terms

 

*Australian dollars have been converted:

- into GBP for this announcement at a rate of 1.92AUD to 1.00 GBP

- into EUR for this announcement at a rate of 1.67AUD to 1.00 EUR

 

About Southern Cross Diagnostics

 

SCD was founded in 2008 by current CEO, Nick Thliveris, and has 11 employees.
SCD distributes a range of products across molecular diagnostics, serology and
general laboratory consumables to the life science and diagnostics industry in
Australia. It has some of the largest pathology and laboratory customers in
the region. SCD distributes Yourgene Health's reproductive health PCR assays
including its cystic fibrosis screening test and the Yourgene DPYD assay to
its growing clinical lab market.

 

SCD has delivered strong revenue growth over the last three years with sales
growing from circa £2.4m (€2.8m) in the year ended 30 June 2023 to circa
£6.7m (€7.7m) in FY25. In FY25 gross margins were 39% and SCD recorded a
net profit of circa £0.8m (€0.9m). In the six months ended 31 December
2025, revenues totalled circa £3.4m (€3.9m). The net assets of SCD that are
being acquired, are circa £2.0m (€2.2m) at 30 June 2025 (adjusting for
loans that will be settled pre-completion of the Acquisition) 1 .

 

 1  Financial statements prepared in accordance with the Australian accounting
standards

 

Acquisition rationale

 

The acquisition of SCD reinforces Novacyt's strategy, as announced in October
2025
(https://www.londonstockexchange.com/news-article/NCYT/strategy-update-notice-of-investor-presentation/17289396)
, by driving revenue growth, getting closer to profitability and expanding the
Group's product portfolio. It also means the Company is well placed to
leverage its close relationship with key global customers and look at further
market and geographical expansion. The Acquisition is immediately accretive to
the Group's financial position, provides the opportunity for future growth in
Australia and the wider Asia-Pacific region and has the potential to increase
demand for the Company's expanding DPYD product range and future product
launches.

 

The Group intends to retain the existing SCD leadership team, which
importantly includes the retention of Nick Thliveris (CEO). He brings
significant experience in growing businesses in the APAC market and has strong
customer and key opinion leader relationships that Novacyt can leverage. There
is a strategic alignment with the Group's plans for geographic market
expansion, increasing international sales and further growing market share.
Australia's clinical diagnostics market is estimated to grow at a CAGR of 8.5%
between 2025 to 2030.

Terms of the Acquisition

 

Completion of the Acquisition is conditional on the completion by SCD of a
pre-sale reorganisation, pursuant to which the entire issued capital of SCD
will be transferred to Ardenna PTY Limited (as trustee for The Thliveris
Family Trust) ("Vendor").

Under the terms of the Acquisition, the consideration will be payable by
Novacyt UK to the Vendor on a cash free and debt free basis with normalised
levels of working capital (i.e. adjusted for cash, debt and working capital
levels at completion) and will comprise:

·    AUD$8.5m in cash on completion; and

·    additional contingent consideration of up to AUD$16.5m payable in
cash to the Vendor based on the financial performance of SCD over a period of
up to four years (ending on 28 February 2030) following completion of the
Acquisition, subject to certain annual, cumulative EBITDA targets being
achieved by SCD. (For every AUD$1 over the EBITDA target 83.3% is paid as an
earnout. The SCD business would need to deliver over AUD$30m in EBITDA over
the next four years (ending on 28 February 2030) for the full contingent
consideration to be paid to the Vendor).

 

In addition, the Vendor has committed to subscribe for up to AUD$0.8m (subject
to scale back) in new shares in the Company in the context of a Preferential
Subscription Rights ("PSR") issue. The PSR issue will launch following
completion of the Acquisition, which is expected to occur by the end of
February 2026. Details of the PSR issue will be provided in a further
announcement by the Company.

The founder, Nick Thliveris, will not be offered a position on the Novacyt
Board.

 

Lyn Rees, CEO of Novacyt, commented: "We are thrilled to announce that we have
agreed to acquire Southern Cross Diagnostics, an earnings accretive
distribution partner in Australia. There is a clear strategic alignment
between the two organisations who have worked in close partnership together
over the last few years to shape the market ahead of the positive
reimbursement news in Australia for our cystic fibrosis and DPYD assays.

 

"Australia has always been a key market for us and has become even more
important due to the uptake of our cystic fibrosis and DPYD assays to meet
clinical market need. It is a good example of strong growth in a clinical
diagnostics market based on changes in the reimbursement landscape. We look
forward to continuing to support our customer base in this region."

 

Nick Thliveris, Founder of SCD added: "This is an exciting next step for SCD,
we have worked with the Novacyt Group for many years developing the market for
their genetics products. We are excited about the prospect of working with our
new partner to further develop our growth in the Australia and adjacent
markets. We know that Novacyt is on the cutting edge of molecular diagnostics
and NGS technologies, presenting a continued path to strong growth. We look
forward to working closely with Novacyt's experienced and ambitious senior
leadership team to further grow the business together."

 

This announcement contains inside information for the purposes of Article 7 of
Regulation (EU) 596/2014.

 

Contacts

 

 Novacyt SA                                                               https://novacyt.com/investors (https://novacyt.com/investors/)
 Lyn Rees, Chief Executive Officer                                         Via Walbrook PR
 Steve Gibson, Chief Financial Officer

 SP Angel Corporate Finance LLP (Nominated Adviser and Broker)                                              +44 (0)20 3470 0470
 Matthew Johnson / Charlie Bouverat (Corporate Finance)

 Vadim Alexandre / Rob Rees (Corporate Broking)

 Singer Capital Markets (Joint Broker)                                                                      +44 (0) 20 7496 3000
 Phil Davies / James Fischer / Samed Ethemi

 Allegra Finance (French Listing Sponsor)       +33 (1) 42 22 10 10

 Evelyne Galiatsatos / Yannick Petit           e.galiatsatos @allegrafinance.com (mailto:r.durgetto@allegrafinance.com)
                                               (mailto:r.durgetto@allegrafinance.com)  / y.petit@allegrafinance.com

 Walbrook PR (Financial PR & IR)                                          +44 (0)20 7933 8780 or novacyt@walbrookpr.com

 Paul McManus / Lianne Applegarth                                         +44 (0)7980 541 893 / +44 (0)7584 391 303

 Alice Woodings                                                            +44 (0)7407 804 654

 

About Novacyt Group (www.novacyt.com)

Novacyt is an international molecular diagnostics company providing a broad
portfolio of integrated technologies and services, primarily focused on the
delivery of genomic medicine. The Company develops, manufactures, and
commercialises a range of molecular assays and instrumentation to deliver
workflows and services that enable seamless end-to-end solutions from sample
to result across multiple sectors including human health, animal health and
environmental.

 

The Company is divided into three business segments:

 

 Clinical             Broad portfolio of human clinical in vitro diagnostic products, workflows and
                      services focused on three therapeutic areas:

                      ·    Reproductive Health: NIPT, Cystic Fibrosis and other rapid aneuploidy
                      tests

                      ·    Precision Medicine: DPYD genotyping assay

                      ·    Infectious Diseases: Winterplex, multiplex winter respiratory PCR
                      panel

 Instrumentation      Portfolio of next generation size selection DNA sample preparation platforms
                      and rapid PCR machines, including:

                      ·    Ranger® Technology: automated DNA sample preparation and target
                      enrichment technology

                      ·    genesig q16 and q32 real-time quantitative PCR (qPCR) instruments

 Research Use Only    Range of services for the life sciences industry:

                      ·    Design, manufacture, and supply of high-performance qPCR assays and
                      workflows for use in human health, agriculture, veterinary and environmental,
                      to support global health organisations and the research industry

                      ·    Pharmaceutical research services: whole genome sequencing (WGS) /
                      whole exome sequencing (WES)

 

Novacyt is headquartered in Le Vésinet in France with offices in the UK
(Manchester), Singapore, the US and Canada and has a commercial presence in
over 65 countries. The Company is listed on the London Stock Exchange's AIM
market ("NCYT") and on the Paris Stock Exchange Euronext Growth ("ALNOV").

 

For more information, please refer to the website: www.novacyt.com

 

 

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