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.