Integra LifeSciences Announces Definitive Agreement to Sell Certain Neurosurgery Assets to Natus Medical Incorporated
September 11 2017 - 6:30AM
Natus Medical to acquire global Camino® ICP
monitoring product line, U.S. rights to Integra’s fixed pressure
shunts, and U.S. rights to Codman’s DURAFORM®, EVD catheters and
CSF collection systems
Integra LifeSciences Holdings Corporation (Nasdaq:IART), a
global leader in medical technology, today announced that it has
signed a definitive agreement to sell certain neurosurgery assets
to Natus Medical for $47.5 million. The divestiture is contingent
on the consummation of Integra’s proposed acquisition of Codman
Neurosurgery from Johnson & Johnson.
As part of this divestiture, Integra will sell the global
Camino® ICP monitoring product line, including its San Diego
manufacturing facility, to Natus Medical. The divestiture package
also includes certain assets and the U.S. rights relating to
Integra’s fixed pressure shunts, as well as U.S. rights to Codman’s
DURAFORM®, standard EVD catheters and CSF collection systems.
"This agreement is an important step toward the completion of
Integra’s acquisition of Codman Neurosurgery,” said Peter Arduini,
president and chief executive officer, Integra LifeSciences. "We
remain committed to ensuring a smooth and orderly transition for
our customers and employees.”
Integra is divesting these assets in connection with the review
by the Federal Trade Commission of Integra’s proposed acquisition
of Johnson & Johnson’s Codman Neurosurgery assets. Both
the divestiture and the pending acquisition of Codman Neurosurgery
remain subject to final regulatory approvals and satisfaction of
other customary closing conditions. Both transactions are expected
to close in October 2017 after securing regulatory
clearance.
Expected Financial Impact of the
Divestiture
The neurosurgery product lines associated with these
divestitures generated approximately $50 million of revenue in
2016.
Integra is providing a preliminary estimate for a fourth quarter
2017 revenue contribution of approximately $60 million to $65
million from the planned acquisition of Codman Neurosurgery, net of
the divestitures announced today, assuming a closing in October
2017. This estimate reflects some initial disruption resulting from
the acquisition as well as the phasing of revenue resulting from
the planned transition in certain countries outside the U.S. For
the full year 2018, Integra expects Codman Neurosurgery to
contribute between $290 million and $300 million in revenue, net of
the divestitures announced today.
Integra continues to expect Codman Neurosurgery’s accretive
contribution to adjusted earnings per share to be at least $0.22 in
2018. For the full year 2017, Integra expects minimal contribution
from Codman Neurosurgery to adjusted earnings per share, as
expenses that have been and are being incurred to prepare for
post-closing readiness offset most of the fourth quarter
accretion.
About Integra
Integra LifeSciences Holdings Corporation, a world leader in
medical technology, is dedicated to limiting uncertainty for
clinicians, so they can concentrate on providing the best patient
care. Integra offers innovative solutions, including leading
plastic and regenerative technologies, in specialty surgical
solutions, orthopedics and tissue technologies. For more
information, please visit www.integralife.com.
Forward Looking Statements
This news release contains “forward-looking statements”,
including statements regarding the proposed transactions and the
ability to consummate the proposed transactions. Statements in this
document may contain, in addition to historical information,
certain forward-looking statements. Some of these forward-looking
statements may contain words like “believe,” “may,” “could,”
“would,” “might,” “possible,” “should,” “expect,” “intend,” “plan,”
“anticipate,” or “continue,” the negative of these words, other
terms of similar meaning or they may use future dates.
Forward-looking statements in this document include without
limitation statements regarding the planned completion of the
proposed divestiture and acquisition, the benefits of the proposed
divestiture and acquisition, including future financial and
operating results, Integra’s or the Codman Neurosurgery business’s
plans, objectives, expectations and intentions and the expected
timing of completion of the proposed divestiture and acquisition.
It is important to note that Integra’s goals and expectations
are not predictions of actual performance. Actual results may
differ materially from Integra’s current expectations depending
upon a number of factors affecting the Codman Neurosurgery business
and Integra’s business and risks and uncertainties associated with
acquisition transactions. These factors include, among other
things: successful closing of the proposed divestiture and
acquisition; the ability to obtain required regulatory approvals
for the proposed divestiture and acquisition (including the
approval of antitrust authorities necessary to complete the
proposed acquisition), the timing of obtaining such approvals and
the risk that such approvals may result in the imposition of
conditions, including with respect to divestitures, that could
materially adversely affect Integra, the Codman Neurosurgery
business and the expected benefits of the proposed acquisition; the
risk that a condition to closing of the proposed divestiture or
acquisition may not be satisfied on a timely basis or at all, the
failure of the proposed divestiture or acquisition to close for any
other reason and the risk liability to Integra in connection
therewith; access to available financing (including financing for
the acquisition) on a timely basis and on reasonable terms; the
effects of disruption caused by the proposed divestiture or
acquisition making it more difficult for Integra to execute its
operating plan effectively or to maintain relationships with
employees, vendors and other business partners; stockholder
litigation in connection with the proposed divestiture or
acquisition; Integra’s ability to successfully integrate the Codman
Neurosurgery business and other acquired businesses; global
macroeconomic and political conditions; the difficulty of
predicting the timing or outcome of product development efforts and
regulatory agency approvals or actions, if any; physicians’
willingness to adopt and third-party payers’ willingness to provide
reimbursement for Integra’s and the Codman Neurosurgery business’s
existing, recently launched and planned products; difficulties or
delays in manufacturing; the availability and pricing of third
party sourced products and materials; and other risks and
uncertainties discussed in Integra’s filings with the SEC,
including the “Risk Factors” sections of Integra’s Annual Report on
Form 10-K for the year ended December 31, 2016 and subsequent
quarterly reports on Form 10-Q. Integra undertakes no obligation to
update any forward-looking statements as a result of new
information, future developments or otherwise, except as expressly
required by law. All forward-looking statements in this document
are qualified in their entirety by this cautionary statement.
Media Contact:
Laurene Isip
609-750-7984
Laurene.isip@integralife.com
Investor Relations Contact:
Michael Beaulieu
609-750-2827
michael.beaulieu@integralife.com
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