The Cooper Companies, Inc. (NYSE:COO) today announced it has
entered into a definitive asset purchase agreement with Teva
Pharmaceutical Industries Ltd. to acquire the global rights and
business of its PARAGARD® Intrauterine Device (IUD) in a $1.1
billion cash transaction. The boards of directors of both
Cooper and Teva have unanimously approved the transaction and
closing is expected to occur prior to calendar year-end 2017
subject to the satisfaction of customary closing conditions
including antitrust clearance.
PARAGARD is currently sold only in the U.S. and had revenues of
approximately $168 million for the trailing twelve-month period
ending June 30, 2017. Excluding acquisition and integration
related expenses and deal-related amortization, the transaction is
expected to be accretive to Cooper’s gross and operating margins,
and approximately $0.70 to $0.75 accretive to earnings per share in
year one. The acquired business includes Teva’s manufacturing
facility in Buffalo, NY, which exclusively produces the PARAGARD
IUD.
Cooper estimates the U.S. IUD market is approximately $1 billion
with expected growth in the mid-single digits. Approximately
16% of the U.S. market is believed to be non-hormonal IUDs with
PARAGARD being the only approved product in this space.
Commenting on the transaction, Robert S. Weiss, Cooper’s
president and chief executive officer said, “We are extremely
pleased to announce this acquisition which will expand
CooperSurgical’s business in a large and growing segment of the
contraceptive device market. CooperSurgical will now offer the only
IUD on the U.S. market that is hormone-free, long-lasting, and
reversible. This is also a perfect strategic fit as it
leverages CooperSurgical’s long-standing, strong relationships with
gynecologists.”
Cooper has arranged a commitment for a bridge loan of $1.1
billion to support funding of the acquisition. Cooper’s
financial advisor for the transaction is Guggenheim Securities with
Carter Ledyard & Milburn LLP acting as legal advisor.
About PARAGARD
PARAGARD is an intrauterine device (IUD) that is inserted into a
woman’s uterus for long-term birth control (contraception).
PARAGARD’s T-shaped plastic frame has copper wire coiled around the
stem and two copper sleeves along the arms that continuously
release copper into the uterus. Together the plastic T frame
and copper produce a sterile inflammatory reaction in the uterus
that is toxic to sperm, which helps prevent fertilization. PARAGARD
is the only copper IUD available in the U.S. It is over 99%
effective and is FDA approved for contraception for up to ten years
after insertion. PARAGARD is regulated as a pharmaceutical
device that is inserted and later removed by an in-office health
care provider. The cost of the IUD is covered by insurance in most
cases.
About The Cooper Companies
The Cooper Companies, Inc. ("Cooper") is a global medical device
company publicly traded on the NYSE (NYSE:COO). Cooper is dedicated
to being A Quality of Life Company™ with a focus on delivering
shareholder value. Cooper operates through two business units,
CooperVision and CooperSurgical. CooperVision brings a refreshing
perspective on vision care with a commitment to developing a wide
range of high-quality products for contact lens wearers and
providing focused practitioner support. CooperSurgical is committed
to advancing the health of families with its diversified portfolio
of products and services focusing on women’s health, fertility and
diagnostics. Headquartered in Pleasanton, CA, Cooper has more than
10,000 employees with products sold in over 100 countries. For more
information, please visit www.coopercos.com.
About Teva
Teva Pharmaceutical Industries Ltd. (NYSE:TEVA) and (TASE:TEVA)
is a leading global pharmaceutical company that delivers
high-quality, patient-centric healthcare solutions used by
approximately 200 million patients in over 60 markets every day.
Headquartered in Israel, Teva is the world’s largest generic
medicines producer, leveraging its portfolio of more than 1,800
molecules to produce a wide range of generic products in nearly
every therapeutic area. In specialty medicines, Teva has the
world-leading innovative treatment for multiple sclerosis as well
as late-stage development programs for other disorders of the
central nervous system, including movement disorders, migraine,
pain and neurodegenerative conditions, as well as a broad portfolio
of respiratory products. Teva is leveraging its generics and
specialty capabilities in order to seek new ways of addressing
unmet patient needs by combining drug development with devices,
services and technologies. Teva's net revenues in 2016 were $21.9
billion. For more information, visit www.tevapharm.com.
Conference Call and Webcast
The Company will host a conference call today at 5:00 PM ET to
discuss this transaction. The live dial-in number for the call is
855-643-4430 (U.S.) / 707-294-1332 (International). The participant
passcode for the call is “Cooper”. A simultaneous webcast of the
call will be available through the "Investor Relations" section of
The Cooper Companies’ website at
http://investor.coopercos.com and a transcript of the call
will be archived on this site for a minimum of 12 months. A
recording of the call will be available beginning at 8:00 PM ET on
September 11, 2017 through September 18, 2017. To hear this
recording, dial 855-859-2056 (U.S.) / 404-537-3406 (International)
and enter code 266737.
For presentation slides on the acquisition, visit the Investor
Relations section of the Company’s website at www.cooperco.com.
Forward-Looking Statements
This earnings release contains "forward-looking statements" as
defined by the Private Securities Litigation Reform Act of
1995. Statements relating to guidance, plans, prospects,
goals, strategies, future actions, events or performance and other
statements that are other than statements of historical fact,
including all statements regarding the acquisition of Teva’s
PARAGARD including financial position, market position, product
development and business strategy, expected cost synergies,
expected timing and benefits of the transaction, difficulties in
integration entities or operations, as well as estimates of our and
PARAGARD’s future expenses, sales and diluted earnings per share
are forward looking. In addition, all statements regarding
anticipated growth in our revenue. To identify these statements
look for words like "believes," "expects," "may," "will," "should,"
"could," "seeks," "intends," "plans," "estimates" or "anticipates"
and similar words or phrases. Forward-looking statements
necessarily depend on assumptions, data or methods that may be
incorrect or imprecise and are subject to risks and
uncertainties.
Among the factors that could cause our actual results and future
actions to differ materially from those described in
forward-looking statements are: adverse changes in the global or
regional general business, political and economic conditions,
including the impact of continuing uncertainty and instability of
certain countries that could adversely affect our global markets,
and the potential adverse economic impact and related uncertainty
caused by these items, including but not limited to, the United
Kingdom’s election to withdraw from the European Union; foreign
currency exchange rate and interest rate fluctuations including the
risk of fluctuations in the value of foreign currencies or interest
rates that would decrease our revenues and/or earnings; our
indebtedness and associated interest expense could adversely affect
our financial health, prevent us from fulfilling our debt
obligations or limit our ability to borrow additional funds;
changes in tax laws or their interpretation and changes in
statutory tax rates, including but not limited to, the United
States and other countries with proposed changes to tax laws, some
of which may affect our taxation of earnings recognized in foreign
jurisdictions and/or negatively impact our effective tax rate;
acquisition-related adverse effects including the failure to
successfully obtain the anticipated revenues, margins and earnings
benefits of the Teva PARAGARD acquisition, integration delays or
costs and the requirement to record significant adjustments to the
preliminary fair value of assets acquired and liabilities assumed
within the measurement period, required regulatory approvals for
the Teva PARAGARD acquisition not being obtained or being delayed
or subject to conditions that are not anticipated, adverse impacts
of changes to accounting controls and reporting procedures,
contingent liabilities or indemnification obligations, increased
leverage and lack of access to available financing (including
financing for the acquisition or refinancing of debt owed by us on
a timely basis and on reasonable terms); a major disruption in the
operations of our manufacturing, research and development or
distribution facilities, due to technological problems, including
any related to integration of the Teva PARAGARD acquisition,
natural disasters, system upgrades or other causes; a major
disruption in the operations of our manufacturing, accounting and
financial reporting, research and development or distribution
facilities due to technological problems, including any related to
our information systems maintenance, enhancements or new system
deployments, integrations or upgrades; disruptions in supplies of
raw materials, including but not limited to, components used to
manufacture our silicone hydrogel lenses; new U.S. and foreign
government laws and regulations, and changes in existing laws,
regulations and enforcement guidance, which affect areas of our
operations including, but not limited to, those affecting the
health care industry including the contact lens industry and the
medical device industry; compliance costs and potential liability
in connection with U.S. and foreign laws and health care
regulations pertaining to privacy and security of third party
information, including but not limited to product recalls, warning
letters, and data security breaches; legal costs, insurance
expenses, settlement costs and the risk of an adverse decision,
prohibitive injunction or settlement related to product liability,
patent infringement or other litigation; limitations on sales
following product introductions due to poor market acceptance; new
competitors, product innovations or technologies, including but not
limited to, technological advances by competitors, new products and
patents attained by competitors, and competitors' expansion through
acquisitions; reduced sales, loss of customers and costs/expenses
related to recalls; failure to receive, or delays in receiving,
U.S. or foreign regulatory approvals for products; failure of our
customers and end users to obtain adequate coverage and
reimbursement from third-party payors for our products and
services; the requirement to provide for a significant liability or
to write off, or accelerate depreciation on, a significant asset,
including goodwill, and idle manufacturing facilities and
equipment; the success of our research and development activities
and other start-up projects; dilution to earnings per share from
the Teva PARAGARD acquisition or other acquisitions or issuing
stock; changes in accounting principles or estimates; environmental
risks; and other events described in our Securities and Exchange
Commission filings, including the “Business” and “Risk Factors”
sections in the Company’s Annual Report on Form 10-K for the fiscal
year ended October 31, 2016, as such Risk Factors may be updated in
quarterly filings.
We caution investors that forward-looking statements reflect our
analysis only on their stated date. We disclaim any intent to
update them except as required by law.
COO-G
Source: The Cooper Companies, Inc.
CONTACT:
Kim DuncanVice President, Investor RelationsThe Cooper
Companies, Inc.ir@cooperco.com
Cooper Companies (NYSE:COO)
Historical Stock Chart
From Mar 2024 to Apr 2024
Cooper Companies (NYSE:COO)
Historical Stock Chart
From Apr 2023 to Apr 2024