MARLBOROUGH, Mass.,
March 3, 2021 /PRNewswire/ -- Boston
Scientific (NYSE: BSX) today announced that it has entered into a
definitive agreement with an affiliate of Baring Private Equity
Asia (BPEA) to acquire the global surgical business of Lumenis
LTD., a privately-held company that develops and commercializes
energy-based medical solutions, for an upfront cash payment
of $1.07 billion, subject to closing adjustments. BPEA will
retain ownership of the Lumenis global aesthetics and ophthalmology
businesses. With 2021 net sales anticipated to be approximately
$200 million, the Lumenis surgical
business includes premier laser systems, fibers and accessories
used for urology and otolaryngology procedures. Foundational to its
urology portfolio is the proprietary MOSES™ technology, which has
demonstrated differentiated clinical outcomes and efficiency in the
management of patients with kidney stones.
Worldwide, more than one in 10 adults develop kidney stones each
year with up to 50 percent of patients having a repeat stone within
five years of the first occurrence.[1],[2],[3],[4]
While some kidney stones may pass through the urinary tract
naturally, complex or larger stones require intervention to remove
them from the urinary tract. This can be done through surgery or
less invasive procedures such as lithotripsy, which uses a small
telescope-like device, a ureteroscope, to locate the stone and a
laser to break it apart. Laser lithotripsy is a leading modality
for minimally-invasive surgery of kidney and urinary stones,
whether through flexible ureteroscopy or percutaneous
nephrolithotomy.
"The MOSES laser technology, paired with our LithoVue™
Single-Use Digital Flexible Ureteroscope and comprehensive kidney
stone management portfolio, will enable execution of our strategy
for our stone franchise," said Meghan
Scanlon, senior vice president and president, Urology and
Pelvic Health, Boston Scientific. "With double-digit compound
annual growth from 2015 to 2019, we look forward to adding the
innovative Lumenis laser portfolio, talented employees and surgical
laser center of excellence to our organization. The acquisition
will expand our global footprint throughout Europe and Asia and accelerate the delivery of our robust
stone management offerings to more urologists – ultimately serving
more patients worldwide – while also improving our top-line growth
and margins."
Boston Scientific has had a relationship with Lumenis for more
than 20 years and currently sells the Lumenis urology laser
portfolio in the U.S. and Japan
through a distribution arrangement. Upon completion of the
acquisition, Boston Scientific will sell these lasers and fibers –
as well as the otolaryngology laser portfolio – to all geographies
including high-growth regions like China.
"We take great pride in our heritage of innovation in surgical
laser solutions which are helping millions of patients worldwide,"
said Tzipi Ozer-Armon, chief
executive officer, Lumenis. "Notably the proprietary,
patent-protected MOSES technology has revolutionized urology laser
procedures by improving the clinical efficacy and efficiency for
kidney stones. We are confident that Boston Scientific, as a global
leader in urology, and our long-time commercial partner, is the
best organization to carry this legacy forward."
The company expects to complete the transaction in the second
half 2021, subject to customary closing conditions. The impact to
adjusted earnings per share is expected to be immaterial in 2021,
approximately two cents accretive in
2022 and increasingly accretive thereafter. On a GAAP basis, the
transaction is expected to be dilutive in 2021 and less dilutive or
increasingly accretive thereafter, as the case may be, due to
amortization expense and acquisition-related net charges.
Lumenis LTD is headquartered in Yokneam, Israel. Additional information about this
transaction is available on the events and presentations section of
the Boston Scientific investor relations website.
About Boston Scientific
Boston Scientific
transforms lives through innovative medical solutions that improve
the health of patients around the world. As a global medical
technology leader for more than 40 years, we advance science for
life by providing a broad range of high performance solutions that
address unmet patient needs and reduce the cost of healthcare. For
more information, visit www.bostonscientific.com and connect
on Twitter and Facebook.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. Forward-looking statements may be identified by words
like "anticipate," "expect," "project," "believe," "plan,"
"estimate," "intend" and similar words. These forward-looking
statements are based on our beliefs, assumptions and estimates
using information available to us at the time and are not intended
to be guarantees of future events or performance. These
forward-looking statements include, among other things, statements
regarding the financial and business impact of the transaction,
closing of the acquisition and timing of such closing, product
launches and product performance and impact. If our underlying
assumptions turn out to be incorrect, or if certain risks or
uncertainties materialize, actual results could vary materially
from the expectations and projections expressed or implied by our
forward-looking statements. These factors, in some cases, have
affected and in the future (together with other factors) could
affect our ability to implement our business strategy and may cause
actual results to differ materially from those contemplated by the
statements expressed in this press release. As a result, readers
are cautioned not to place undue reliance on any of our
forward-looking statements.
Factors that may cause such differences include, among other
things: future economic, competitive, reimbursement and regulatory
conditions; new product introductions; demographic trends; the
closing and integration of acquisitions; intellectual property;
litigation; financial market conditions; and future business
decisions made by us and our competitors. All of these factors are
difficult or impossible to predict accurately and many of them are
beyond our control. For a further list and description of these and
other important risks and uncertainties that may affect our future
operations, see Part I, Item 1A – Risk Factors in
our most recent Annual Report on Form 10-K filed with the
Securities and Exchange Commission, which we may update in Part II,
Item 1A – Risk Factors in Quarterly Reports on
Form 10-Q we have filed or will file hereafter. We disclaim any
intention or obligation to publicly update or revise any
forward-looking statements to reflect any change in our
expectations or in events, conditions or circumstances on which
those expectations may be based, or that may affect the likelihood
that actual results will differ from those contained in the
forward-looking statements. This cautionary statement is applicable
to all forward-looking statements contained in this document.
Use of Non-GAAP Financial Measures
To supplement our
consolidated financial statements presented on a GAAP basis, we
disclose certain non-GAAP financial measures, including adjusted
net income and adjusted net income (earnings) per share that
excludes certain charges and/or credits, such as amortization
expense and acquisition-related net charges (credits). These
non-GAAP financial measures are not in accordance with generally
accepted accounting principles in the United States and
should not be considered in isolation from or as a replacement for
the most directly comparable GAAP financial measures. Further,
other companies may calculate these non-GAAP financial measures
differently than we do, which may limit the usefulness of those
measures for comparative purposes. For further information
regarding our non-GAAP measures, see Part II, Item 7 - Management's
Discussion and Analysis of Financial Condition and Results of
Operations in our most recent Annual Report on Form 10-K, which we
may update in Quarterly Reports on Form 10-Q we have filed or will
file hereafter.
CONTACTS:
Kate Haranis
Media Relations
508-683-6585 (office)
kate.haranis@bsci.com
Susie Lisa, CFA
Investor Relations
(508) 683-5565
BSXInvestorRelations@bsci.com
[1] Durbin JM et al; Clinical Nephrology; V.77; 2012; p204;
DOI:10.5414/CN107242.
[2] Jungers P et al; American Journal of Kidney Diseases; V.44;
No.5; 11/04; p799.
[3] Santos-Victoriano M et al; Clinical Pediatrics; V.37; 10/98;
p583.
[4] S. R. Khan, et al; Nature Reviews Disease Primers, vol. 2, p.
16008.
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SOURCE Boston Scientific Corporation