Xoft Acquisition

12/16/2010

M&A

$73,100,000

iCAD plans to acquire 100% of the outstanding stock of Xoft in exchange for approximately 8.47 million shares of iCAD common stock and approximately $1.0 million in cash to certain shareholders, for a total consideration at closing of approximately $13.1 million, based on the average of the closing sale price of the Company's common stock over the thirty trading days immediately preceding the closing date. The threshold for earn-out consideration begins at $50 million of cumulative revenue of Xoft products over the three year period immediately following the closing. The "targeted" earn-out consideration of $20 million will occur at $76 million of cumulative revenue of Xoft products and the maximum earn-out consideration of $40 million would be achieved at $104 million of cumulative Xoft product revenue over the three year period.

Acquired or Merged

Medical Devices & Instruments

345 Potrero Avenue
Sunnyvale, CA 94085
USA

Xoft is an innovative technological leader revolutionizing the practice of radiation oncology through electronic brachytherapy with proprietary miniaturized x-ray tube technology. Xoft is dedicated to providing the most intelligent, efficacious, and cost-effective therapy for patients, health-care providers, and payers alike.