CooperCompanies (NYSE: COO) today announced that it has signed a
definitive purchase agreement to acquire Generate Life Sciences, a
privately held leading provider of donor egg and sperm for
fertility treatments, fertility cryopreservation services and
newborn stem cell storage (cord blood & cord tissue).
“This acquisition is a strong strategic fit for CooperSurgical
as it allows us to better serve fertility clinics and Ob/Gyns with
a more extensive suite of products and services,” said Al White,
Cooper’s President and CEO. “As a leader in women’s healthcare,
this is an important addition to our existing offerings and allows
us to leverage our infrastructure and expertise, including our
sales forces’ strong clinical reputation and educational
capabilities.”
Cooper will pay approximately $1.6 billion to acquire Generate
Life Sciences. The transaction is anticipated to close in Cooper’s
first fiscal quarter of 2022 and is subject to customary closing
conditions, including regulatory approval.
Generate Life Sciences reported approximately $250 million in
trailing twelve-month revenues as of September 30, 2021. Excluding
one-time charges and deal-related amortization, the acquisition is
expected to be accretive to Cooper’s non-GAAP earnings per share by
approximately $0.30 in the first year after closing.
Additional details concerning the acquisition are available in a
presentation on the Investor Relations section of Cooper’s website
at http://investor.coopercos.com under the presentation titled
“Generate Life Sciences.”
About CooperCompanies
CooperCompanies ("Cooper") is a global medical device company
publicly traded on the NYSE (NYSE: COO). 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 women, babies and families
with its diversified portfolio of products and services focusing on
medical devices and fertility & genomics. Headquartered in San
Ramon, CA, Cooper has a workforce of more than 12,000 with products
sold in over 100 countries. For more information, please visit
www.coopercos.com.
About Generate Life Sciences
Generate Life Sciences® (“Generate”) is a life
sciences company helping to grow and protect families through
reproductive, newborn stem cell, genetic screening, medical device,
and healthcare technology services. The Company serves families
from preconception to post-birth. Its brands — CBR® (Cord Blood
Registry®), California Cryobank™, Donor Egg Bank USA™, NW
Cryobank™, ReadyGen™, Kitazato USA™, and Donor Application™ — are
pioneering leaders that have helped nearly one million families.
Headquartered in Los Angeles, Generate operates facilities in
Tucson, New York, Boston, Palo Alto, and Rockville, MD. For more
information, please visit www.generate.com.
Non-GAAP Financial Measures
Certain financial measures included in this press release are
non-GAAP measures that we believe are helpful in understanding our
results, for example non-GAAP earnings per share. The non-GAAP
measures exclude costs which we generally would not have otherwise
incurred in the periods presented as a part of our continuing
operations. Our non-GAAP financial results are not meant to be
considered in isolation or as a substitute for comparable GAAP
measures and should be read only in conjunction with our
consolidated financial statements prepared in accordance with GAAP.
The reasons that we use these non-GAAP measures, a reconciliation
of these measures to the most directly comparable GAAP measures,
and other information relating to these measures are available in
our Securities and Exchange Commission filings, including under the
“Reconciliation of GAAP Results to Non-GAAP Results” section in our
earnings releases and under the "Management's Discussion and
Analysis of Financial Condition and Results of Operations" section
in our Annual Reports on Form 10-K and Quarterly Reports on Form
10-Q, copies of which are available on the Company’s website:
www.coopercos.com.
Non-GAAP diluted earnings per share guidance excludes
amortization and impairment of intangible assets, and other
exceptional or unusual income or gains and charges or expenses
including acquisition, integration and manufacturing related costs
which we may incur as part of our continuing operations.
With respect to the Company’s guidance expectations, the Company
has not reconciled non-GAAP diluted earnings per share guidance to
GAAP diluted earnings per share due to the inherent difficulty in
forecasting acquisition-related, integration and restructuring
charges and expenses, which are reconciling items between the
non-GAAP and GAAP measure. Due to the unknown effect, timing and
potential significance of such charges and expenses that impact
GAAP diluted earnings per share, the Company is not able to provide
such guidance.
Forward Looking Statements
This press 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 of which are other than statements of historical fact,
including statements regarding the acquisition of Generate Life
Sciences including financial position, market position, product
development and business strategy, expected cost synergies,
expected timing and benefits of the transaction, difficulties in
integrating entities or operations, as well as estimates of our and
Generate Life Sciences future expenses, sales and diluted earnings
per share are forward looking. In addition, all statements
regarding anticipated growth in our net sales and anticipated
market conditions, planned product launches and expected results of
operations are forward-looking. To identify these statements
look for words like "believes," "outlook," "probable," "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.
Because these forward-looking statements involve risks and
uncertainties, there are important factors that could cause our
actual results to differ materially from the expectations expressed
in the forward-looking statements. These factors include, without
limitation, the following: failure to obtain required regulatory
approval in a timely manner or otherwise; failure to satisfy any
closing conditions to the proposed acquisition of Generate Life
Sciences; risks associated with tax liabilities or changes in U.S.
federal tax laws or interpretations to which the proposed
transaction with Generate Life Sciences or parties thereto are
subject; risks related to pre-acquisition non-compliance by
Generate Life Science with applicable regulatory requirements;
failure to successfully integrate any new business; failure to
realize anticipated benefits of any combined operations;
unanticipated costs of acquiring or integrating Generate Life
Sciences; potential impact of announcement or consummation of the
proposed acquisition on relationships with third parties, including
employees, customers, partners and competitors; inability to retain
key personnel; changes in legislation or government regulations
affecting the acquisition or the parties; and economic, social or
political conditions that could adversely affect the acquisition of
the parties. More details about these and a number of other
important risk factors that could cause our actual results and
future actions to differ materially from those described in
forward-looking statements can be found in our Securities and
Exchange Commission filings, including under the “Business”, “Risk
Factors” and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" sections in our most recent
Annual Report on Form 10-K, as such sections may be updated in our
quarterly filings, copies of which are available on the Company’s
website: www.coopercos.com. 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.
Contact:
Kim Duncan
Vice President, Investor Relations and Risk Management
925-460-3663
ir@cooperco.com
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