Dentsply Sirona Announces Acquisition of MIS Implants
(Thomson Reuters ONE) -
York, Pennsylvania, June 27, 2016 - DENTSPLY SIRONA Inc. ("Dentsply Sirona")
(NASDAQ: XRAY), The Dental Solutions Company, today announced a definitive
agreement to acquire all of the outstanding shares of privately held MIS
Implants Technologies Ltd. ("MIS"), a dental implant systems manufacturer
headquartered in northern Israel, for $375 million in cash.
MIS is a growing and profitable manufacturer of dental implant systems with
annual sales of approximately $80 million. The company is a leader in the value
segment of the market, selling its products under the MIS brand through a wide
distribution network that includes a direct sales force, reaching over 65
countries.
Jeffery T. Slovin, Chief Executive Officer of Dentsply Sirona, commented, "MIS
is uniquely positioned to address the value segment of the market in both its
home region and around the globe. It is strategically important to be able to
address the entire multi-billion dollar implant market with distinct
organizations, portfolios and brands targeting both the premium and value
segments. MIS has a broad portfolio of implants and related products under a
well-established brand making it a great complement to our company. This
acquisition underscores our commitment to deploying capital to drive growth and
create shareholder value."
Dentsply Sirona expects this transaction to be accretive to adjusted earnings
per share within the first twelve months following the closing of the
transaction. Moelis & Company acted as financial advisor to Dentsply Sirona.
About Dentsply Sirona:
Dentsply Sirona is the world's largest manufacturer of professional dental
products and technologies, with a 130-year history of innovation and service to
the dental industry and patients worldwide. Dentsply Sirona develops,
manufactures, and markets a comprehensive solutions offering including dental
and oral health products as well as other consumable medical devices under a
strong portfolio of world class brands. As The Dental Solutions Company,
Dentsply Sirona's products provide innovative, high-quality and effective
solutions to advance patient care and deliver better, safer and faster
dentistry. Dentsply Sirona's global headquarters is located in York,
Pennsylvania, and the international headquarters is based in Salzburg, Austria.
The company's shares are listed in the United States on NASDAQ under the symbol
XRAY. Visit www.dentsplysirona.com for more information about Dentsply Sirona
and its products.
Contact Information:
Joshua Zable
VP, Investor Relations and Corporate Communications
+1-718-482-2184
joshua.zable(at)dentsplysirona.com
Derek Leckow
VP, Investor Relations
+1-717-849-7863
derek.leckow(at)dentsplysirona.com
Forward Looking Statements:
This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These statements can be identified
by the use of forward-looking terminology, including "may," "believe," "will,"
"expect," "anticipate," "estimate," "plan," "intend," "project," "forecast," or
other similar words. Statements contained in this press release are based on
information presently available to the Company and assumptions that the Company
believe to be reasonable. The Company is not assuming any duty to update this
information if those facts change or if the assumptions are no longer believed
to be reasonable. Investors are cautioned that all such statements involve risks
and uncertainties, and important factors could cause actual events or results to
differ materially from those indicated by such forward-looking statements. These
risk factors include, without limitation; risks that the new businesses will not
be integrated successfully; risks that the combined companies will not realize
the estimated cost savings, synergies and growth, or that such benefits may take
longer to realize than expected; risks relating to unanticipated costs of
integration, including operating costs, customer loss or business disruption
being greater than expected; unanticipated changes relating to competitive
factors in the industries in which the Company operates; the ability to hire and
retain key personnel; reliance on and integration of information technology
systems; international, national or local economic, social or political
conditions that could adversely affect the Company or its customers; risks
associated with assumptions made in connection with critical accounting
estimates and legal proceedings; the ability to attract new customers and retain
existing customers in the manner anticipated; the continued strength of dental
and medical device markets; the timing, success and market reception for our new
and existing products; uncertainty regarding governmental actions with respect
to dental and medical products; outcome of litigation and/or governmental
enforcement actions; volatility in the capital markets or changes in our credit
ratings; continued support of our products by influential dental and medical
professionals; our ability to successfully integrate acquisitions; risks
associated with foreign currency exchange rates; risks associated with our
competitors' introduction of generic or private label products; our ability to
accurately predict dealer and customer inventory levels; our ability to
successfully realize the benefits of any cost reduction or restructuring
efforts; our ability to obtain a supply of certain finished goods and raw
materials from third parties; changes in the general economic environment that
could affect the business; and the potential of international unrest, economic
downturn or effects of currencies, tax assessments, tax adjustments, anticipated
tax rates, raw material costs or availability, benefit or retirement plan costs,
or other regulatory compliance costs. The foregoing list of factors is not
exhaustive.
Additional information regarding these and other risk factors and uncertainties
that may affect the Company's business and may cause actual results to differ
materially from these forward-looking statements, please refer to the Company's
most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K and other documents filed from time to
time with the SEC. The Company does not give any assurance (1) that it will
achieve its expectations, or (2) concerning any result or the timing thereof, in
each case, with respect to any regulatory action, administrative proceedings,
government investigations, litigation, warning letters, consent decree, cost
reductions, business strategies, earnings or revenue trends or future financial
results.
Non-US GAAP Financial Measures
In addition to the results reported in accordance with US GAAP, the Company
provides adjusted net income attributable to Dentsply Sirona and adjusted
earnings per diluted common share ("adjusted EPS"). The Company discloses
adjusted net income attributable to Dentsply Sirona to allow investors to
evaluate the performance of the Company's operations exclusive of certain items
that impact the comparability of results from period to period and may not be
indicative of past or future performance of the normal operations of the Company
and certain large non-cash charges related to intangible assets either purchased
or acquired through a business combination. The Company believes that this
information is helpful in understanding underlying operating trends and cash
flow generation.
Adjusted net income and adjusted EPS are important internal measures for the
Company. Senior management receives a monthly analysis of operating results
that includes adjusted net income and adjusted EPS and the performance of the
Company is measured on this basis along with other performance metrics.
The adjusted net income attributable to Dentsply Sirona consists of net income
attributable to Dentsply Sirona adjusted to exclude the net of tax impact of the
following:
(1) Business combination related costs and fair value adjustments. These
adjustments include costs related to integrating and consummating mergers and
recently acquired businesses, as well as costs, gains and losses related to the
disposal of businesses or product lines. In addition, this category includes
the roll off to the consolidated statement of operations of fair value
adjustments related to business combinations, except for amortization expense
noted below. These items are irregular in timing and as such may not be
indicative of past and future performance of the Company and are therefore
excluded to allow investors to better understand underlying operating trends.
(2) Restructuring, restructuring program related costs and other costs. These
adjustments include costs related to the implementation of restructuring
initiatives as well as certain other costs. These costs can include, but are
not limited to, severance costs, facility closure costs, lease and contract
terminations costs, related professional service costs, duplicate facility and
labor costs associated with specific restructuring initiatives, as well as,
legal settlements and impairments of assets. These items are irregular in
timing, amount and impact to the Company's financial performance. As such,
these items may not be indicative of past and future performance of the Company
and are therefore excluded for the purpose of understanding underlying operating
trends.
(3) Amortization of purchased intangible assets. This adjustment excludes the
periodic amortization expense related to purchased intangible assets.
Amortization expense has been excluded from adjusted net income attributed to
Dentsply Sirona to allow investors to evaluate and understand operating trends
excluding these large non-cash charges.
(4) Credit risk and fair value adjustments. These adjustments include both the
cost and income impacts of adjustments in certain assets and liabilities
including the Company's pension obligations, that are recorded through net
income which are due solely to the changes in fair value and credit risk. These
items can be variable and driven more by market conditions than the Company's
operating performance. As such, these items may not be indicative of past and
future performance of the Company and therefore are excluded for comparability
purposes.
(5) Certain fair value adjustments related to an unconsolidated affiliated
company. This adjustment represents the fair value adjustment of the
unconsolidated affiliated company's convertible debt instrument held by the
Company. The affiliate is accounted for under the equity method of accounting.
The fair value adjustment is driven by open market pricing of the affiliate's
equity instruments, which has a high degree of variability and may not be
indicative of the operating performance of the affiliate or the Company.
(6) Income tax related adjustments. These adjustments include both income tax
expenses and income tax benefits that are representative of income tax
adjustments mostly related to prior periods, as well as the final settlement of
income tax audits, and discrete tax items resulting from the implementation of
restructuring initiatives. These adjustments are irregular in timing and amount
and may significantly impact the Company's operating performance. As such,
these items may not be indicative of past and future performance of the Company
and therefore are excluded for comparability purposes.
Adjusted earnings per diluted common share is calculated by dividing adjusted
net income attributable to Dentsply Sirona by diluted weighted-average common
shares outstanding. Adjusted net income attributable to Dentsply Sirona and
adjusted earnings per diluted common share are considered measures not
calculated in accordance with US GAAP, and therefore are non-US GAAP measures.
These non-US GAAP measures may differ from other companies. Income tax related
adjustments may include the impact to adjust the interim effective income tax
rate to the expected annual effective tax rate. The non-US GAAP financial
information should not be considered in isolation from, or as a substitute for,
measures of financial performance prepared in accordance with US GAAP.
The Company defines "constant currency sales growth" as the increase or decrease
in net sales from period to period excluding precious metal content and the
impact of changes in foreign currency exchange rates. This impact is calculated
by comparing current-period revenues to prior-period revenues, with both periods
converted at the U.S. dollar to local currency average foreign exchange rate for
each month of the prior period, for the currencies in which the Company does
business.
The Company defines "internal sales growth" as constant currency sales growth
excluding the impacts of net acquisitions and divestitures, merger accounting
impacts and discontinued products.
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: DENTSPLY International Inc. via GlobeNewswire
[HUG#2023136]
Unternehmensinformation / Kurzprofil:
Datum: 27.06.2016 - 13:00 Uhr
Sprache: Deutsch
News-ID 480112
Anzahl Zeichen: 15412
contact information:
Town:
York, Pennsylvania
Kategorie:
Business News
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"Dentsply Sirona Announces Acquisition of MIS Implants"
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