Integra LifeSciences Announces Definitive Agreement to Sell Certain Neurosurgery Assets to Natus Medical Incorporated
(Thomson Reuters ONE) -
Natus Medical to acquire global Camino® ICP monitoring product line, U.S. rights
to Integra's fixed pressure shunts, and U.S. rights to Codman's DURAFORM®, EVD
catheters and CSF collection systems
Integra is providing a preliminary estimate for a fourth quarter 2017 revenue
contribution of approximately $60 million to $65 million from the Codman
Neurosurgery acquisition net of divestitures, assuming an October 2017 close
PLAINSBORO, N.J., Sept. 11, 2017 (GLOBE NEWSWIRE) -- Integra LifeSciences
Holdings Corporation (Nasdaq:IART), a global leader in medical technology, today
announced that it has signed a definitive agreement to sell certain neurosurgery
assets to Natus Medical for $47.5 million. The divestiture is contingent on the
consummation of Integra's proposed acquisition of Codman Neurosurgery from
Johnson & Johnson.
As part of this divestiture, Integra will sell the global Camino® ICP monitoring
product line, including its San Diego manufacturing facility, to Natus Medical.
The divestiture package also includes certain assets and the U.S. rights
relating to Integra's fixed pressure shunts, as well as U.S. rights to Codman's
DURAFORM®, standard EVD catheters and CSF collection systems.
"This agreement is an important step toward the completion of Integra's
acquisition of Codman Neurosurgery," said Peter Arduini, president and chief
executive officer, Integra LifeSciences. "We remain committed to ensuring a
smooth and orderly transition for our customers and employees."
Integra is divesting these assets in connection with the review by the Federal
Trade Commission of Integra's proposed acquisition of Johnson & Johnson's Codman
Neurosurgery assets. Both the divestiture and the pending acquisition of Codman
Neurosurgery remain subject to final regulatory approvals and satisfaction of
other customary closing conditions. Both transactions are expected to close in
October 2017 after securing regulatory clearance.
Expected Financial Impact of the Divestiture
The neurosurgery product lines associated with these divestitures generated
approximately $50 million of revenue in 2016.
Integra is providing a preliminary estimate for a fourth quarter 2017 revenue
contribution of approximately $60 million to $65 million from the planned
acquisition of Codman Neurosurgery, net of the divestitures announced today,
assuming a closing in October 2017. This estimate reflects some initial
disruption resulting from the acquisition as well as the phasing of revenue
resulting from the planned transition in certain countries outside the U.S. For
the full year 2018, Integra expects Codman Neurosurgery to contribute between
$290 million and $300 million in revenue, net of the divestitures announced
today.
Integra continues to expect Codman Neurosurgery's accretive contribution to
adjusted earnings per share to be at least $0.22 in 2018. For the full year
2017, Integra expects minimal contribution from Codman Neurosurgery to adjusted
earnings per share, as expenses that have been and are being incurred to prepare
for post-closing readiness offset most of the fourth quarter accretion.
About Integra
Integra LifeSciences Holdings Corporation, a world leader in medical technology,
is dedicated to limiting uncertainty for clinicians, so they can concentrate on
providing the best patient care. Integra offers innovative solutions, including
leading plastic and regenerative technologies, in specialty surgical solutions,
orthopedics and tissue technologies. For more information, please
visit www.integralife.com.
Forward Looking Statements
This news release contains "forward-looking statements", including statements
regarding the proposed transactions and the ability to consummate the proposed
transactions. Statements in this document may contain, in addition to historical
information, certain forward-looking statements. Some of these forward-looking
statements may contain words like "believe," "may," "could," "would," "might,"
"possible," "should," "expect," "intend," "plan," "anticipate," or "continue,"
the negative of these words, other terms of similar meaning or they may use
future dates. Forward-looking statements in this document include without
limitation statements regarding the planned completion of the proposed
divestiture and acquisition, the benefits of the proposed divestiture and
acquisition, including future financial and operating results, Integra's or the
Codman Neurosurgery business's plans, objectives, expectations and intentions
and the expected timing of completion of the proposed divestiture and
acquisition. It is important to note that Integra's goals and expectations are
not predictions of actual performance. Actual results may differ materially
from Integra's current expectations depending upon a number of factors affecting
the Codman Neurosurgery business and Integra's business and risks and
uncertainties associated with acquisition transactions. These factors include,
among other things: successful closing of the proposed divestiture and
acquisition; the ability to obtain required regulatory approvals for the
proposed divestiture and acquisition (including the approval of antitrust
authorities necessary to complete the proposed acquisition), the timing of
obtaining such approvals and the risk that such approvals may result in the
imposition of conditions, including with respect to divestitures, that could
materially adversely affect Integra, the Codman Neurosurgery business and the
expected benefits of the proposed acquisition; the risk that a condition to
closing of the proposed divestiture or acquisition may not be satisfied on a
timely basis or at all, the failure of the proposed divestiture or acquisition
to close for any other reason and the risk liability to Integra in connection
therewith; access to available financing (including financing for the
acquisition) on a timely basis and on reasonable terms; the effects of
disruption caused by the proposed divestiture or acquisition making it more
difficult for Integra to execute its operating plan effectively or to maintain
relationships with employees, vendors and other business partners; stockholder
litigation in connection with the proposed divestiture or acquisition; Integra's
ability to successfully integrate the Codman Neurosurgery business and other
acquired businesses; global macroeconomic and political conditions; the
difficulty of predicting the timing or outcome of product development efforts
and regulatory agency approvals or actions, if any; physicians' willingness to
adopt and third-party payers' willingness to provide reimbursement for Integra's
and the Codman Neurosurgery business's existing, recently launched and planned
products; difficulties or delays in manufacturing; the availability and pricing
of third party sourced products and materials; and other risks and uncertainties
discussed in Integra's filings with the SEC, including the "Risk Factors"
sections of Integra's Annual Report on Form 10-K for the year ended December
31, 2016 and subsequent quarterly reports on Form 10-Q. Integra undertakes no
obligation to update any forward-looking statements as a result of new
information, future developments or otherwise, except as expressly required by
law. All forward-looking statements in this document are qualified in their
entirety by this cautionary statement.
Media Contact:
Laurene Isip
609-750-7984
Laurene.isip(at)integralife.com
Investor Relations Contact:
Michael Beaulieu
609-750-2827
michael.beaulieu(at)integralife.com
This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Integra LifeSciences Holdings Corp. via GlobeNewswire
Datum: 11.09.2017 - 13:30 Uhr
Sprache: Deutsch
News-ID 559424
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