这addition of
史密斯医疗syringe and ambulatory infusion devices, vascular access, and vital care products into
必威体育网下载
creates a leading infusion therapy company with a stronger global reach
- Complementary product portfolios joined to create a leading IV therapy company and simplify customer workflow
- Addition of logical adjacencies to expand available markets
- Unites two OUS operating footprints into a scaled global company
- 创建了一家领先的美国住宅公司，为医疗供应链增添了多样性和弹性
- Allows for multiple growth vectors through appealing products across hospital, alt site, pharmacy, and home
- Leverages significant investment into integration and infrastructure created with the Hospira Infusion Systems acquisition
- 预计将在H1 2022中关闭，但须遵守惯常关闭和监管批准
- Full presentation available for view这里
SAN CLEMENTE, Calif.和
LONDON,
9月8日，2021年(GLOBE NEWSWIRE) --
ICU Medical, Inc.（纳斯达克：icui）和史密斯集团PLC（LSE：Smin.l“史密斯”或“集团”）今天宣布了
必威体育网下载
已经承诺了1to acquire the
史密斯医疗division in a transaction that is superior to the existing proposed sale of
史密斯医疗to
Trulli Bidco Limited。这
史密斯医疗公共汽车iness includes syringe and ambulatory infusion devices, vascular access, and vital care products. When combined with ICU Medical’s existing businesses, the combined companies will be a leading infusion therapy company with estimated pro forma combined revenues of approximately
$2.5 billion。
根据协议条款，史密斯将收到250万次新发行的股份
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common stock, currently valued at approximately
5亿美元， 和
$1.85 billionin cash along with
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assuming certain liabilities. Smiths is also eligible to receive a contingent earn-out consideration of
$100 millionin cash, subject to stock price performance and other considerations. Upon completing the transaction, which the companies expect to occur in the first half of 2022, subject to customary closing conditions including required regulatory approvals, Smiths will own approximately 10 percent of
必威体育网下载
。In addition, at closing, a Smiths designee will be appointed to the
必威体育网下载
board of directors, and so long as Smiths maintains 5% or more of ICU Medical’s common stock, it will have the right to designate one director for election to the company’s board of directors.
“Delivering on our commitment to maximize value, the ICU transaction provides both a higher value for Smiths’ shareholders, as well as further value creation through our 10% holding of the enlarged combined group and a potential
$100m额外的或有考虑因素，“
Paul Keel史密斯首席执行官评论道。“我们专注于结束这一优越的交易和驾驶史密斯集团的前进，通过共同的目的，商业特点和共同的操作模式，提供我们作为领先的工业技术集团的重要潜力。”
“这两个企业的组合对医疗器械市场有意义，与ICU医疗现有的业务很好。必威体育网下载通过加入两个互补产品投资组合来创建领先的IV治疗公司，我们可以帮助简化客户工作流程并增加重大价值和选择，“解释说
必威体育网下载
Chief Executive Officer
Vivek Jain。“Together, we will be a scaled global competitor and a US-based medical device company that increases the stability of the medical supply chain and can grow as clinical care models evolve. From an economic perspective, we believe we have presented a well-structured offer that considers the existing offer, minimizes risk, and offers upside to all stakeholders. We look forward to serving more customers as we continue to bring clinical and economic value to the marketplace.”
1
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根据信息和咨询流程完成，史密斯已符合其申请协议
史密斯医疗法国工程委员会，史密斯有权要求
必威体育网下载
to enter into a binding share purchase agreement to acquire
史密斯医疗在同意条款。这是一个法国emp的要求loyment law that such a process is carried out before Smiths can make a decision to enter into a binding sale and purchase agreement.
必威体育网下载ICU医疗会议电话和投资者会议
这company will host a conference call to discuss the
史密斯医疗acquisition on
September 8, 2021, at
上午8:30(
下午5:30 PDT.). The call can be accessed at (877) 407-3982, international (201) 493-6780, conference ID 13723010. The conference call will be simultaneously available by webcast, which can be accessed by going to the company’s website atwww.hydroacustic.com, clicking on the Investors tab, clicking on the Webcast icon and following the prompts. The webcast will also be available by replay.
关于前瞻性信息的警告陈述
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and may often be identified by the use of words such as “will”, “may”, “could”, “should”, “would,”, “project”, “believe”, “anticipate”, “expect”, “plan”, “estimate”, “forecast”, “potential”, “intend”, “continue”, “target”, “build”, “expand” or the negative thereof or comparable terminology, and may include (without limitation) information regarding the company’s expectations, goals or intentions regarding the future, including, but not limited to, the proposed transaction, the expected timetable for completing the transaction, benefits and synergies of the combined businesses or the transaction, future opportunities for the company and products and any other statements regarding the company’s and the combined business’s future operations, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, competition, and other expectations and targets for future periods.
这se forward-looking statements are based on management’s current expectations, estimates, forecasts and projections about the company and the proposed transaction and assumptions management believes are reasonable, all of which are subject to risks and uncertainties that could cause actual results and events to differ materially from those stated in the forward-looking statements. These risks and uncertainties include, but are not limited to, the parties’ ability to consummate the transaction, including Smiths’ ability to terminate the transaction under certain conditions; the regulatory approvals required for the transaction not being obtained, or not being obtained on the terms expected or on the anticipated schedule; the other conditions to the completion of the transaction not being obtained; the impact of the ongoing COVID-19 pandemic, decreased demand for the products of the company or
史密斯医疗; decreased free cash flow; the inability to recapture conversion delays or part/resource shortages on anticipated timing, or at all; changes in product mix; increased competition from competitors; lack of continued growth or improving efficiencies; unexpected changes in the company’s arrangements with its largest customers; the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction; changes in relevant tax and other laws; inherent uncertainties involved in the estimates and judgments used in the preparation of financial statements, and the providing of estimates of financial measures, in accordance with GAAP and related standards or on an adjusted basis; the integration of the acquired business by the company being more difficult, time-consuming or costly than expected; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) being greater than expected following the transaction; the retention of certain key employees of the business being difficult; the company’s and the business’s expected or targeted future financial and operating performance and results; the scope, timing and outcome of any ongoing legal proceedings and the impact of any such proceedings on the company’s and the business’s consolidated financial condition, results of operations or cash flows; the company’s and the business’s ability to protect their intellectual property and preserve their intellectual property rights; the effect of any changes in customer and supplier relationships and customer purchasing patterns; the ability to attract and retain key personnel; changes in third-party relationships; the impacts of competition; changes in economic and financial conditions of the company’s business or the
史密斯医疗公共汽车iness; uncertainties and matters beyond the control of management; and the possibility that the company may be unable to achieve expected synergies and operating efficiencies in connection with the transaction within the expected time-frames or at all and to successfully integrate the
史密斯医疗公共汽车iness.
For more detailed information on the risks and uncertainties associated with the company’s business activities, see the risks described in the company’s Annual Report on Form 10-K for the year ended
2020年12月31日，提起了
证券交易委员会(the “SEC”) and in any subsequent filings with the
SEC。You can access the company’s Form 10-K and other filings through the
SEC网站www.sec.gov， 和the company strongly encourages you to do so. The company undertakes no obligation to update any statements herein for revisions or changes after the date of this communication.
Source: ICU Medical, Inc.
