CONMED Announces Definitive Agreement to Acquire In2Bones Global, Inc.
May 04 2022 - 4:05PM
Business Wire
CONMED Corporation (NYSE: CNMD) today
announced a definitive agreement to acquire privately-held In2Bones
Global, Inc. (In2Bones), on a cash-free, debt-free basis, for cash
consideration of $145 million at closing and up to an additional
$110 million in growth-based earnout payments over a four-year
period. The transaction is not subject to a financing condition.
The transaction is subject to customary closing conditions,
including receipt of U.S. regulatory approval, and is expected to
close late in the second quarter or early in the third quarter of
2022.
Headquartered in Memphis, Tennessee, In2Bones is a global
developer, manufacturer, and distributor of medical devices for the
treatment of disorders and injuries of the upper (hand, wrist,
elbow) and lower (foot and ankle) extremities. The company’s
comprehensive product portfolio includes implants, fracture
systems, biologics, and related hardware.
“This acquisition is a natural strategic extension of our
Orthopedic portfolio,” commented Curt R. Hartman, CONMED’s Chair of
the Board, President, and Chief Executive Officer. “In2Bones is an
exciting platform for CONMED to enter the extremities market given
its broad portfolio, extensive sales channel, and experienced
leadership team. We look forward to welcoming the In2Bones team to
CONMED.”
Alan Taylor, President and Chief Executive Officer of In2Bones,
added, “Our talented team has worked tirelessly to build a
comprehensive and efficient set of solutions focused on successful
reproducible outcomes for extremities surgery, and we are excited
to join CONMED. The CONMED team clearly shares our focus on people
and clinical innovation to address unmet needs, and we look forward
to continuing to advance our solutions and deliver them to patients
across the globe.”
“Alan and his team have built a strong global platform in the
extremities market,” commented Pat Beyer, CONMED’s President of
International and Global Orthopedics. “In2Bones is a strong
complement to our existing international platform, and I am excited
to expand our global orthopedic offering into the high-growth
extremities space. I look forward to working closely with the
In2Bones team and to integrating their portfolio and commercial
team into our existing infrastructure.”
Financial Highlights
In2Bones had 2021 revenue of $36.8 million at approximately 80%
gross margins and is expected to grow revenue double digits on an
ongoing basis. Based on the anticipated date of closing, CONMED
expects the acquisition to add approximately $20 million to its
revenue in the second half of 2022. The acquisition is expected to
be slightly accretive to adjusted EBITDA in 2022, accretive in the
single-digit millions in 2023, and in the double-digit millions
thereafter. From an adjusted EPS perspective, the acquisition is
expected to be between $0.05 and $0.10 dilutive to both the
remainder of 2022 and the full year 2023, and accretive
thereafter.
The impact of the acquisition on financial guidance was included
in the company’s earnings report released today.
Advisors
Sullivan & Cromwell LLP and DLA Piper LLP are acting as
legal counsel for CONMED. William Blair is acting as exclusive
financial advisor and K&L Gates LLP and the Nilson Law Group,
PLLC are acting as legal counsel for In2Bones Global, Inc.
About CONMED Corporation
CONMED is a medical technology company that provides surgical
devices and equipment for minimally invasive procedures. The
Company’s products are used by surgeons and physicians in a variety
of specialties, including orthopedics, general surgery, gynecology,
thoracic surgery, and gastroenterology. For more information, visit
www.conmed.com.
About In2Bones Global, Inc.
Headquartered in Memphis, Tennessee, In2Bones is a global
developer manufacturer and distributor of medical devices for the
treatment of disorders and injuries of the upper (hand, wrist,
elbow) and lower (foot and ankle) extremities.
Forward-Looking Statements
This press release may contain forward-looking statements based
on certain assumptions and contingencies that involve risks and
uncertainties, which could cause actual results, performance, or
trends to differ materially from those expressed in the
forward-looking statements herein or in previous disclosures. For
example, in addition to general industry and economic conditions,
factors that could cause actual results to differ materially from
those in the forward-looking statements may include, but are not
limited to, the risks posed to the Company’s business, financial
condition, and results of operations by the COVID-19 global
pandemic and the various government responses to the pandemic,
including deferral of surgeries, reductions in hospital and
ambulatory surgery center operating volumes, disruption to
potential supply chain reliability; the ability of the Company to
advance In2Bones Global, Inc.’s product lines following the
acquisition; uncertainties as to the timing for completion of the
acquisition; the possibility that various conditions to complete
the acquisition may not be satisfied or waived; transaction costs
in connection with the acquisition; the potential effects of the
acquisition on relationships with employees, customers, other
business partners or governmental entities; any assumptions
underlying any of the foregoing as well as the risk factors
discussed in the Company's Annual Report on Form 10-K for the full
year ended December 31, 2021. Any and all forward-looking
statements are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 and relate to the
Company’s performance on a going-forward basis. The Company
believes that all forward-looking statements made by it have a
reasonable basis, but there can be no assurance that management’s
expectations, beliefs or projections as expressed in the
forward-looking statements will actually occur or prove to be
correct.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction.
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CONMED Corporation Todd Garner Chief Financial
Officer 727-214-2975 ToddGarner@conmed.com
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