Natus to Acquire Neurosurgery Assets from Integra LifeSciences, Enters Neurosurgery Market
September 11 2017 - 7:30AM
Natus Medical Incorporated (NASDAQ:BABY)
today announced that it has entered into a definitive agreement
with Integra LifeSciences Holdings Corporation (NASDAQ:IART) under
which Natus will acquire certain neurosurgery business assets from
Integra LifeSciences in an all cash transaction for $47.5
million. With current annual revenue of approximately $50
million, the acquisition marks Natus' entry into the $2 billion
global neurosurgery market. The divestiture by Integra is
contingent on the consummation of Integra's proposed acquisition of
Codman Neurosurgery.
As part of the transaction, Natus will acquire
the global Camino ICP monitoring product line, including its San
Diego manufacturing facility, from Integra. The sale also includes
the U.S. rights relating to Integra's fixed pressure shunts, as
well as U.S. rights to Codman's DURAFORM® dural graft implant,
standard EVD catheters and CSF collection systems.
The market leading Camino® intracranial pressure
monitoring system (ICP), is a modernized platform designed to
incorporate both tunneled and bolted advanced monitoring
technologies, which monitor ICP in either the parenchyma or
ventricular space via proprietary catheters.
"This acquisition expands Natus' market leading
neurodiagnostic business into the adjacent neurosurgery market,"
said Jim Hawkins, President and Chief Executive Officer of Natus.
"We expect this acquisition to be immediately accretive to earnings
with gross and operating margins similar to our consolidated
margins."
Integra is divesting these assets in connection
with the review by the Federal Trade Commission ("FTC") 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.
Natus will use cash on hand and available from
its credit facility to fund the acquisition.
About Natus Medical
Incorporated
Natus is a leading provider of healthcare
products and services used in the screening, detection, treatment,
monitoring and tracking of common medical ailments in newborn care,
hearing impairment, neurological dysfunction, epilepsy, sleep
disorders, and balance and mobility disorders.
Additional information about Natus Medical can
be found at www.natus.com.
Use of Non-GAAP Measures
Non-GAAP earnings related to the acquisition and
ongoing performance of the neurosurgery assets will exclude direct
acquisition costs, amortization of purchased intangibles and the
cost acquired profit in inventory. A reconciliation between GAAP
and non-GAAP financial measures can be found in our quarterly
financial reports where actual results are presented.
Forward Looking Statements
This press release contains forward-looking
statements as defined in the Private Securities Litigation Reform
Act of 1995, particularly statements regarding the expectations,
beliefs, plans, intentions and strategies of Natus. These
forward-looking statements include statements regarding revenue and
profitability expectations of the neurosurgery assets acquisition,
its anticipated close date and obtaining required regulatory
approvals to complete the transaction. These statements relate to
current estimates and assumptions of our management as of the date
of this press release, and future events or Natus' future financial
performance or results, and involve known and unknown risks,
uncertainties and other factors that may cause actual results,
levels of activity, performance, or achievements to differ
materially from those expressed or implied by the forward-looking
statements. Forward-looking statements are only predictions and the
actual events or results may differ materially. Natus cannot
provide any assurance that its future results or the results
implied by the forward-looking statements will meet expectations.
Our future results could differ materially due to a number of
factors, including the ability to consummate the acquisition of the
neurosurgery assets and the ability to successfully integrate the
business, the effects of competition, the demand for our products
and services, the impact of adverse global economic conditions on
our target markets, our ability to expand our sales in
international markets, our ability to maintain current sales levels
in a mature domestic market, our ability to control costs, risks
associated with bringing new products to market and integrating
acquired businesses, and our ability to fulfill product orders on a
timely basis. Natus disclaims any obligation to update information
contained in any forward looking statement.
More information about potential risk factors
that could affect the business and financial results of Natus is
included in Natus' annual report on Form 10-K for the year ended
December 31, 2016, and its subsequent quarterly reports on Form
10-Q, and in other reports filed from time to time by Natus with
the U.S. Securities and Exchange Commission.
COMPANY CONTACT:
Natus Medical Incorporated
Jonathan A. Kennedy
Executive Vice President Finance and Chief Financial Officer
(925) 223-6700
InvestorRelations@Natus.com
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