iCAD acquired by RadNet: fairness opinion by Piper Sandler
Deal terms
Each share of iCAD Common Stock converted into the right to receive 0.0677 shares of RadNet Common Stock (fixed exchange ratio); implied value of approximately $3.61 per iCAD share based on RadNet's April 14, 2025 closing price of $53.36, and approximately $4.07 based on the May 20, 2025 closing price. Cash paid in lieu of fractional shares.
Implied value per share by method vs. $3.61 offer
Ranges as disclosed in the banker’s summary of analyses; the red line marks the per-share consideration.
Opinion of Piper Sandler to the target board
Discounted cash flow assumptions
Unlevered after-tax free cash flows from 4/1/2025 to 12/31/2029, discounted back to 3/31/2025; included present value of current and estimated future NOL usage available through December 31, 2036 of approximately $10 million. Implied exchange ratio range of 0.0557-0.0778 vs. Exchange Ratio of 0.0677.
Selected public companies (9)
AtriCure, Inc. · Neuronetics, Inc. · NeuroPace, Inc. · OrthoPediatrics Corp. · Pulmonx Corporation · Sanara MedTech Inc. · SI-BONE, Inc. · Sight Sciences, Inc. · Treace Medical Concepts, Inc.
| Multiple | Peer low | Peer median | Peer high | Range applied | Implied per share |
|---|---|---|---|---|---|
| EV / 2024 Revenue | 0.6x | 3.0x | 4.9x | 3.0x | $2.78 |
| EV / 2025E Revenue | 0.6x | 2.3x | 4.2x | 2.3x–2.4x | $2.48–$2.56 |
| EV / 2026E Revenue | 0.6x | 2.1x | 3.6x | 2.1x | $2.45–$2.48 |
| EV / 2024 Gross Profit | 0.6x | 3.7x | 6.7x | 3.7x–3.9x | $2.87–$2.99 |
| EV / 2025E Gross Profit | 0.7x | 3.2x | 5.7x | 3.2x–3.3x | $2.70–$2.76 |
| EV / 2026E Gross Profit | 0.6x | 2.9x | 4.8x | 2.9x | $2.71 |
Selected precedent transactions (11)
| Date | Target | Acquirer | Multiple |
|---|---|---|---|
| 2025-01-28 | Paragon 28, Inc. | Zimmer Biomet Holdings, Inc. | — |
| 2024-06-18 | Silk Road Medical, Inc. | Boston Scientific Corporation | — |
| 2023-02-08 | Cardiovascular Systems, Inc. | Abbott Laboratories | — |
| 2021-07-29 | Misonix, Inc. | Bioventus Inc. | — |
| 2020-09-29 | Integra LifeSciences Holdings Corporation – Extremity Orthopaedics Business | Smith & Nephew plc | — |
| 2018-08-30 | K2M Group Holdings Inc. | Stryker Corp. | — |
| 2017-06-28 | The Spectranetics Corporation | Koninklijke Philips N.V. (Royal Philips) | — |
| 2016-06-07 | LDR Holding Corporation | Zimmer Biomet Holdings, Inc. | — |
| 2014-12-22 | Uroplasty, Inc. | Vision-Sciences, Inc. | — |
| 2014-06-30 | Small Bone Innovations, Inc. | Stryker Corporation | — |
| 2014-05-27 | AngioScore, Inc. | The Spectranetics Corporation | — |
| Multiple | Low | Median | High | Range applied | Implied per share |
|---|---|---|---|---|---|
| EV / LTM Revenue (all selected transactions since 2014) | 2.8x | 5.1x | 7.8x | 5.1x–5.4x | $4.18–$4.34 |
| EV / FTM Revenue (all selected transactions since 2014) | 2.5x | 4.7x | 7.1x | 4.7x–4.8x | $4.26–$4.29 |
| EV / LTM Gross Profit (all selected transactions since 2014) | 3.2x | 7.5x | 10.5x | 7.3x–7.5x | $4.87–$4.98 |
| EV / FTM Gross Profit (all selected transactions since 2014) | 2.8x | 6.6x | 9.6x | 6.4x–6.6x | $4.68–$4.79 |
| EV / LTM Revenue (selected transactions since 2020) | — | — | — | — | $3.96–$4.02 |
| EV / FTM Revenue (selected transactions since 2020) | — | — | — | — | $3.77–$3.98 |
| EV / LTM Gross Profit (selected transactions since 2020) | — | — | — | — | $4.35–$4.57 |
| EV / FTM Gross Profit (selected transactions since 2020) | — | — | — | — | $3.95–$4.39 |
Other analyses
| Analysis | Summary | Implied per share |
|---|---|---|
| Selected Growth Men's and Women's Health M&A Transactions Analysis (informational) | Reviewed five M&A transactions since January 1, 2014 in medical technology with LTM revenue <= $500M, FTM revenue growth 5%-20% and LTM gross margin >= 65%. Observed EV/LTM Revenue 2.8x-7.2x (median 4.8x), EV/FTM Revenue 2.5x-6.2x (median 4.1x), EV/LTM Gross Profit 3.2x-10.2x (median 7.2x), EV/FTM Gross Profit 2.8x-8.9x (median 6.3x). Implied per share: EV/LTM Revenue $3.97-$4.13; EV/FTM Revenue $3.82-$4.00; EV/LTM Gross Profit $4.56-$4.83; EV/FTM Gross Profit $4.41-$4.58. | $3.82–$4.83 |
| Premiums Paid Analysis (informational) | Reviewed 12 medical technology M&A transactions announced since January 1, 2014 with EV <= $250 million. 1-day premiums ranged 14%-89% (mean 46%, median 41%); 4-week premiums ranged 23%-111% (mean 60%, median 51%). iCAD at implied merger consideration: 103% 1-day and 55% 4-week. Implied per share values: $2.50-$2.60 (1-day) and $3.51-$3.73 (4-weeks); implied exchange ratios 0.0469-0.0488 and 0.0657-0.0698. | $2.50–$3.73 |
| Historical Trading Analysis — iCAD (informational) | 52-week period ended April 14, 2025: iCAD closing prices ranged $1.19 to $3.70, versus the April 14, 2025 close of $1.82 and the Implied Per Share Merger Consideration of $3.61. | $1.19–$3.70 |
| Historical Trading Analysis — RadNet (informational) | 52-week period ended April 14, 2025: RadNet closing prices ranged $45.92 to $86.38, versus the April 14, 2025 close of $53.36. | — |
| Historical Trading Analysis — Exchange Ratio (informational) | Implied exchange ratio (iCAD close divided by RadNet close) over the 52-week period ended April 14, 2025 ranged from 0.0188 to 0.0577, versus the Exchange Ratio of 0.0677. | — |
Fee currently estimated at approximately $3.0 million, contingent upon consummation of the Merger, except for $750,000 payable for rendering the fairness opinion, which is creditable against the total fee and is not contingent on closing.
Management projections
| Projection year | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | CAGR |
|---|---|---|---|---|---|---|
| Revenue | $21.7M | $23.4M | $31.0M | $41.5M | $50.9M | 23.8% |
| Revenue growth | 104.7% | 7.8% | 32.5% | 33.9% | 22.7% | |
| EBITDA | $-4.7M | $-4.0M | $2.0M | $10.5M | $17.9M | — |
| EBITDA growth | — | — | — | 425.0% | 70.5% | |
| EBITDA margin | -22% | -17% | 6% | 25% | 35% | |
| Implied EV / EBITDA | — | — | 42.9x | 8.2x | 4.8x |
Year-1 growth is against LTM at announcement ($10.6M revenue, $-4.4M EBITDA); later years are year over year.
Piper Sandler used unaudited prospective financial information prepared by iCAD management, including projected revenue and gross profit for fiscal years 2025 and 2026 used in the selected public companies analysis, and projected unlevered after-tax free cash flows from April 1, 2025 through December 31, 2029 used in the discounted cash flow analysis. The DCF also reflected the present value of current and estimated future NOL usage through December 31, 2036 of approximately $10 million. Specific revenue/EBITDA dollar figures were not included in the sliced sections.
Process notes
Other Digital / HealthTech fairness opinions
- Streamline Health / MDaudit 2025
- Accolade / Transcarent 2025 · 35.5x EV/EBITDA
- Simulations Plus / Altaris 2026 · 16.7x EV/EBITDA
- TruBridge / Inventurus Knowledge Solutions Health 2026 · 8.1x EV/EBITDA
- Forian / Management-Led Consortium 2026 · 85.0x EV/EBITDA
- Talkspace / Universal Health Services 2026 · 23.9x EV/EBITDA
All Digital / HealthTech opinions → · Piper Sandler opinions