Rochester Medical Corporation Signs Agreements With Coloplast A/S and Mentor Corporation
May 18 2006 - 10:00AM
PR Newswire (US)
STEWARTVILLE, Minn., May 18 /PRNewswire-FirstCall/ -- Rochester
Medical Corporation (NASDAQ:ROCM) today announced it has signed
definitive agreements with Coloplast A/S and Mentor Corporation on
certain strategic transactions in connection with the Coloplast A/S
acquisition of Mentor Corporation's urology business. Under the
agreements, Rochester Medical will acquire certain assets of
Coloplast and Mentor related to sales of Male External Catheters
(MECs) in the United Kingdom (UK). The assets include Clear
Advantage(R), Freedom(R), Freedom Plus(R), and Transfix(R) brands
of MECs. They also include Mentor Medical's UK Dispensing Appliance
Contractor License and its sales offices and warehouse facility in
Lancing, England. The recently formed Rochester Medical, LTD will
own and continue to staff the facility as of the closing date of
the transaction which Rochester Medical expects to occur around
June 1, 2006. Rochester Medical will pay $14.6 million for the
acquired assets, of which $9.3 million will be paid at closing and
$5.3 million will be paid in equal installments over five years.
Rochester Medical also announced today that it has entered into a
Global Supply Agreement under which Rochester Medical will supply
silicone MECs to Coloplast which will be sold under Coloplast's
brands worldwide excepting the UK. Coloplast will supply Rochester
Medical with its requirements of latex MECs which Rochester Medical
will sell in the UK under its newly acquired Freedom and Freedom
Plus brands. Rochester Medical further announced today that it has
signed a definitive agreement to acquire certain operating assets
of Mentor Corporation's Anoka, Minnesota Silicone Male External
Catheter Manufacturing Facility. Rochester Medical will purchase
certain equipment and inventory for approximately $1.6 million.
Rochester Medical and Mentor agree to terminate the Patent License
granted under prior agreements between the parties, and Mentor will
convey to Rochester Medical all intellectual property exclusively
related to the manufacturing and sale of silicone MECs at the Anoka
facility. The existing arbitration between Rochester Medical and
Mentor will be dismissed, and the parties will execute a mutual
general release. In addition to the above agreements, Rochester
Medical and Coloplast have entered into a Cross License Agreement
related to certain patents held by each Company. The cross
licensing is for the purpose of avoidance of future infringement
claims by each party. The acquisition agreements remain subject to
customary closing conditions, as well as the closing of the sale of
Mentor's urology business to Coloplast. Rochester Medical expects
all of the transactions to close on or near June 1, 2006.
Commenting on today's announcement, Rochester Medical CEO and
President Anthony J. Conway said, "We are very pleased to have
reached agreement on these strategic transactions. As I have
previously stated, we believe these agreements will strengthen
sales, margin, and profits and will propel Rochester Medical to a
new level of success." The immediately preceding statement contains
forward-looking statements that involve risks and uncertainties,
including the uncertainty of the closing of the transactions, the
uncertainty of estimated revenues and profits, as well as the
uncertainty of market acceptance of new product introductions, the
uncertainty of gaining new strategic relationships, the uncertainty
of timing of private label sales revenues (particularly
international customers), FDA and other regulatory review and
response times, and other risk factors listed from time to time in
the Company's SEC reports and filings, including, without
limitation, the section entitled "Risk Factors" in the Company's
Annual Report on Form 10-K (Part II, Item 6) for the year ended
September 30, 2005. Rochester Medical Corporation develops,
manufactures, and markets latex-free disposable medical catheters
and devices for urological and continence care applications. The
Company markets under its own Rochester Medical(R) brand and under
existing private label arrangements. For further information,
please contact Anthony J. Conway, President and Chief Executive
Officer of Rochester Medical Corporation at (507) 533-9600. More
information about Rochester Medical is available on its website at
http://www.rocm.com/ . DATASOURCE: Rochester Medical Corporation
CONTACT: Anthony J. Conway, President and Chief Executive Officer
of Rochester Medical Corporation, +1-507-533-9600 Web site:
http://www.rocm.com/
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