Cantel Medical Closes Sale of Carsen Assets to Olympus
August 01 2006 - 2:30PM
Business Wire
CANTEL MEDICAL CORP. (NYSE:CMN) announced the closing of the sale
of assets by its Carsen subsidiary to Olympus America Inc. and
certain of its affiliates (collectively, "Olympus") under the Asset
Purchase Agreement with Olympus dated as of May 16, 2006. Carsen
sold substantially all of its assets to Olympus other than those
related to its Medivators business and certain other smaller
product lines. Following the closing, Olympus Canada hired
substantially all of Carsen's employees and took over Carsen's
Olympus-related operations (as well as the operations related to
the other acquired product lines). The purchase price for the net
assets sold to Olympus was approximately $31,500,000, comprised of
a fixed sum of $10,000,000 plus an additional formula-based sum of
$21,500,000, of which $4,000,000 was paid prior to July 31, 2006
and $26,600,000 was paid on July 31, 2006. The balance of $900,000
is subject to adjustment based on final asset valuations and
certain offsets to be determined during the first quarter of fiscal
2007. In addition, Olympus will pay Carsen a percentage (20%) of
Olympus' revenues attributable to Carsen's unfilled customer orders
as of July 31, 2006 that were assumed by Olympus at the closing.
Such payments to Carsen (currently anticipated to be approximately
$450,000) will be made following Olympus' receipt of customer
payments for such orders. Net proceeds from Carsen's sale of net
assets and the termination of Carsen's operations, after
satisfaction of remaining liabilities and income taxes, are
currently estimated to be approximately $22,000,000. As a result of
the foregoing transaction, which coincided with the expiration of
Carsen's exclusive distribution agreements with Olympus on July 31,
2006, Carsen no longer has any remaining product lines or active
business operations. Cantel Medical Corp. is a leading provider of
infection prevention and control products in the healthcare market.
Our products include specialized medical device reprocessing
systems for renal dialysis and endoscopy, dialysate concentrates
and other dialysis supplies, disposable infection control products
primarily for the dental industry, water purification equipment,
sterilants, disinfectants and cleaners, hollow fiber membrane
filtration and separation products for medical and non-medical
applications, and specialty packaging for infectious and biological
specimens. We also provide technical maintenance for our products
and offer compliance training services for the transport of
infectious and biological specimens. This press release contains
forward-looking statements. All forward-looking statements involve
risks and uncertainties, including, without limitation, the risks
detailed in the Company's filings and reports with the Securities
and Exchange Commission. Such statements are only predictions, and
actual events or results may differ materially from those
projected.
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