FRANKLIN LAKES, N.J.,
LONDON, and CHICAGO, Oct. 4,
2016 /PRNewswire/ -- BD (Becton, Dickinson and Company)
(NYSE: BDX), a leading global medical technology company, and Apax
Partners, today announced the launch of a joint venture – Vyaire
Medical – a standalone, global respiratory solutions company. The
closing finalizes the sale of 50.1 percent interest in BD's
Respiratory Solutions business to funds advised by Apax Partners, a
leading global private equity firm. Vyaire Medical includes all
business lines within BD's Respiratory Solutions business,
including Ventilation, Respiratory Diagnostics, Vital Signs and AirLife, and will have
estimated annual revenue of over $800
million. BD will retain a 49.9 percent minority interest in
the new company.
"We are very pleased with the progress the teams have made in
the last six months in preparing Vyaire Medical for success as a
standalone company, including the appointment of Dave Mowry as CEO. Dave has more than 25 years
of leadership experience within the medical device industry with a
strong track record of delivering growth and earnings results. He
knows how to successfully lead the implementation of
transformational organizational changes and will be backed by an
excellent management team. We continue to be highly supportive of
an investment program to further develop Vyaire Medical's position
as a leading global player in the respiratory market, both
organically and through acquisitions," said Steven Dyson, partner at Apax Partners.
"We are delighted to launch this new brand, Vyaire Medical,
built on the foundation of excellent products, talented people, and
the industry standard for service and support for our customers,"
said Dave Mowry, CEO, Vyaire
Medical. "Our new company will be focused on providing improved
patient outcomes and increased value to our customers through a
collaborative partnership that brings innovation to these market
segments."
BD's Respiratory Solutions facilities will transfer to the new
company, including locations in Yorba
Linda, Calif.; Palm Springs,
Calif.; Plymouth, Minn.;
Mexicali, Mexico; Cotia,
Brazil; Hoechberg, Germany and Shenzhen, China. The new company will employ
more than 5,000 associates around the world.
"We are excited and confident in the ability of Vyaire Medical
to build the Respiratory Solutions business into a leading, global
respiratory-focused organization," said Tom
Polen, executive vice president and president of BD's
Medical Segment. "We look forward to the continued partnership with
Apax Partners through this joint venture, and to seeing the even
greater impact that Vyaire Medical will have on customers and
patients as a fully focused respiratory care company."
BD plans to use net proceeds for share repurchases, subject to
market conditions. In fiscal year 2017, due to the limited
profitability of the business today, BD anticipates earnings
dilution of approximately $0.10 to
$0.14, net of share repurchases. The company expects to
record a material tax loss on the transaction at the time of
closing.
J.P. Morgan Securities LLC acted as financial advisor to BD and
Skadden, Arps, Slate, Meagher & Flom served as legal
advisor.
About BD
BD is a global medical technology company that is advancing the
world of health by improving medical discovery, diagnostics and the
delivery of care. BD leads in patient and health care worker safety
and the technologies that enable medical research and clinical
laboratories. The company provides innovative solutions that help
advance medical research and genomics, enhance the diagnosis of
infectious disease and cancer, improve medication management,
promote infection prevention, equip surgical and interventional
procedures, and support the management of diabetes. The company
partners with organizations around the world to address some of the
most challenging global health issues. BD has more than 40,000
associates across 50 countries who work in close collaboration with
customers and partners to help enhance outcomes, lower health care
delivery costs, increase efficiencies, improve health care safety
and expand access to health. For more information on BD, please
visit bd.com.
About Apax Partners LLP
Apax Partners LLP is a leading global private equity advisory
firm. Over its more than 30-year history, Apax Partners has raised
and advised funds with aggregate commitments in excess of
$45 billion.* Funds advised by Apax
Partners invest in companies across four global sectors of
Healthcare, Tech and Telco, Services and Consumer. These funds
provide long-term equity financing to build and strengthen
world-class companies. In the healthcare sector they have completed
more than 80 investments, including in medical devices,
pharmaceuticals and healthcare services.
About Vyaire Medical
Vyaire Medical is the world's largest pure-play "breathing
company," supporting and improving the lives of patients with a
laser-focus on improving patient outcomes and increasing value for
customers. The company was formed in October 2016 as an $800
million "startup" with a 65-year track record of pioneering,
innovating, and advancing respiratory diagnostics, ventilation, and
anesthesia delivery & patient monitoring. From
industry-pioneering brands like Bird, Bear, and Jaeger to respected
industry leaders like AirLife,® Vital Signs,® Viasys, and many
others — Vyaire Medical has nearly 20,000 distinct part numbers
recognized, trusted and preferred by specialists in the respiratory
therapy and anesthesiology healthcare markets worldwide. Vyaire
Medical has more than 5,000 employees around the world, all focused
on a shared purpose of closely collaborating with healthcare
providers and institutions to deliver world-class products,
support, and services that contribute to the overall health and
wellness of society. Learn more at www.Vyaire.com.
*Funds raised since 1981, commitments converted from fund
currency to USD at FX rates as at June 30,
2016.
This press release contains certain estimates and other
forward-looking statements (as defined under Federal securities
laws) regarding the joint venture and its impact on BD's
performance, including future earnings per share.
Forward-looking statements can be identified by the use of words
such as "plan", "expect", "intend", "estimate", "anticipate" and
similar words. All such statements are based upon current
expectations of BD and involve a number of business risks and
uncertainties. Actual results could vary materially from
anticipated results described, implied or projected in any
forward-looking statement. With respect to forward-looking
statements contained herein, a number of factors could cause actual
results to vary materially from any forward-looking
statement. These factors include, but are not limited to: the
ability of the joint venture to operate the respiratory business as
a stand-alone company; and economic and market conditions that
impact the future revenue, earnings and value of the joint venture,
including without limitation, adverse changes in regional, national
or foreign economic conditions, competitive factors, pricing and
market share pressures and difficulties inherent in product
development and delays in product introductions. We do not
intend to update any forward-looking statements to reflect events
or circumstances after the date hereof except as required by
applicable laws or regulations.
Contacts:
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|
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Troy
Kirkpatrick
|
Todd
Fogarty
|
Dave
Stafford
|
BD
|
For Apax
Partners
|
Vyaire
Medical
|
Public
Relations
|
The Americas Media
Enquiries
|
EVP, Chief Financial
Officer
|
+1.858.617.2361
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+1.212.521.4854
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+1.847.221.0609
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troy.kirkpatrick@bd.com
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todd-fogarty@kekst.com
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david.stafford@vyairemedical.com
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|
|
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Monique N.
Dolecki
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Alex
Wessendorff
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Kevin
Klemz
|
BD
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Apax Partners
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Vyaire
Medical
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Investor
Relations
|
Europe, Asia,
Australia & Africa
|
EVP, Chief Legal
Officer & Secretary
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+1.201.847.5378
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Media
Enquiries
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+1.952.681.2542
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Monique_Dolecki@bd.com
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+44 20 7872
6461
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kevin.klemz@vyairemedical.com
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Alex.Wessendorff@apax.com
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SOURCE BD (Becton, Dickinson and Company)