Getinge significantly expands in area of cardiac and vascular surgery, and creating platform for new growth.
Getinge has today signed a definitive agreement to acquire the Cardiac Surgery and Vascular Surgery divisions of the Boston Scientific Corporation in USA. With this acquisition, Getinge will establish a base for building a global market-leading business in the area of cardiac surgery in the coming years.
The global cardiac surgery market.
The market for cardiac surgery is a well-defined niche within the market for cardiovascular diseases. This market for medical devices, equipment and implants targeted at cardiac surgeons is estimated at approximately USD 2.3 billion and is growing by 8-10% per year.
The cardiac surgery market is very concentrated globally. The products in the cardiac surgery market include perfusion products (Getinge’s current Cardiopulmonary offering), products for endoscopic vessel harvesting used in patients undergoing bypass surgery, know also as “EVH” and products and instruments for stabilising and positioning the heart muscle in conjunction with procedures on a beating heart. They also include products for performing anastomosis and products for surgical ablation, where parts of the heart tissue are surgically inactivated to treat conditions such as atrial fibrillation. In addition other products included are heart valves and products for cardiac support for short or long periods, known as “cardiac assist”.
The global market for vascular surgery.
The market for artificial grafts (vessel implants) for vascular surgery is estimated at approximately USD 300 million globally. This market is aimed at replacing diseased or damaged blood vessels with synthetic vessels. The market is estimated to grow by low single digit numbers.
Newly-acquired cardiac surgery business.
Boston Scientific’s cardiac surgery division has sales of approximately USD 189 m (SEK 1,200 m) with very good profitability. The division has market-leading positions in EVH, anastomosis, surgical ablation, stabilizers and instruments for surgery on beating hearts. The division has approximately 450 people and is headquartered in San Jose, California, where the 90-person strong product-development team is located. The manufacturing operation, which has about 200 employees, is located in Dorado, in Puerto Rico. Slightly less than 90% of its sales are to customers in the US through a direct sales organisation of about 90 sales representatives. Cardiac Surgery has been a pioneer in the development of minimally invasive devices and instrument for heart surgery. The business has a very strong IP portfolio with more than 200 active patents.
Newly-acquired Vascular Surgery business.
The Vascular Surgery division has sales of approximately USD 84 million (SEK 533 million) and has good profitability. Similar to Cardiac Surgery, Vascular Surgery has been groundbreaking in its market and has built up a very strong position primarily in applications for aortic and thoracic aneurysms. The division employs slightly more than 250 people in Wayne, in New Jersey, where all headcount and manufacturing are located. Approximately 55% of its sales are to customers in the US, where sales are mainly conducted by a direct sales force. Most products are sold under the well-known Hemashield brand and the products are supported by a portfolio of approximately 80 active patents.
Getinge regards the acquisition of the Cardiac Surgery and Vascular Surgery divisions of Boston Scientific Corp as a strong base for further expansion in the global market for medical devices, equipment and instruments for the cardiac surgery. Getinge currently has a successful operation in the perfusion area of the cardiac surgery market, with strong market positions and sales channels in Europe and in a number of developing markets. By marketing Cardiac Surgery’s and Vascular Surgery’s products through Getinge’s Business Area Medical Systems’ sales channels outside the US, it is expected that it will be possible to considerably improve the market share and growth in these markets. In a corresponding manner, the introduction of Cardiopulmonary’s products into the newly-acquired Cardiac Surgery’s strong sales organisation in the US will lead to more rapid growth for the Group’s perfusion products.
Transaction and financial effects
Getinge is paying a total of USD 750 million (SEK 4,760 million) for the two divisions on a debt-free basis (Enterprise Value). The acquisition price corresponds to an EV/EBIT 2006 multiple of 10.4, excluding synergies, calculated on the current year’s profit. The structure of the transaction will enable a favourable tax treatment, since the goodwill arising from the acquisition will be fully tax deductible. The present value of the positive tax effects amounts to approximately USD 120 million (SEK 762 million).
Adjusted for the tax effects mentioned above, the adjusted EV/EBIT 2006 multiple for the operations amounts to 8.8, calculated on the current year’s profits (excluding synergies).
In 2006, Cardiac Surgery and Vascular Surgery had combined consolidated sales of approximately USD 273 million (SEK 1,733 million) on a pro forma basis and a consolidated EBIT of approximately USD 72 million (SEK 457 million) on a pro forma basis. The assets in the consolidated pro forma balance sheet at 31 December 2006 totalled approximately USD 140 million (SEK 890 million) and liabilities amounted to USD 17 million (SEK 108 million). Based on preliminary estimates, total intangible assets will be approximately USD 560 million (SEK 3 560 million), of which 60% is expected to be allocated to identified amortizable intangible assets.
The acquisition is being financed through external borrowing, of which approximately 20% is intended to be refinanced through a new share issue in Getinge AB in the spring of 2008. The new share issue is being guaranteed by Getinge’s principal shareholder, Carl Bennet.
The acquisition is not expected to have any effect on this year’s pre-tax earnings. Excluding integration costs, which are not expected to exceed SEK 100 million, the acquisition is expected to contribute to earnings per share already in 2008.
Conditions for the acquisition
The acquisition is conditional upon the approval of the competition authorities in USA, Germany and Poland.
Providing the necessary approval is obtained from the competition authorities according to plan, the acquisition will be consolidated in Getinge’s accounts as of December this year.
Johan Malmquist, President and CEO of Getinge AB, says: “The acquisition of these high-quality, market-leading businesses creates a unique platform upon which to take further steps toward building a global, market-leading presence in cardiac surgery. I look forward to working with the existing team at these businesses who have so successfully developed these operations in recent years.”
A teleconference will be held today at 11.00, Swedish time. To participate, call:
From Sweden, +46 (0)8 5052 0110, password: GETINGE
From outside Sweden +44 (0)20 7162 0025, password: GETINGE
A presentation is available on Getinge’s website and can be downloaded by using the following link www.getingegroup.com
A recorded version of the conference will be available for five working days at the following number:
Sweden: +46 (0)8 5052 0333, access code 772644
UK: +44 (0)20 7031 4064, access code 772644
Getinge, 5 November 2007
The exchange rate used in this press release is that of 29 October, USD 1 = SEK 6.35
Getinge Internet address http://www.getingegroup.com