UTICA, N.Y. and BLUE BELL, Pa., Jan. 13 /PRNewswire-FirstCall/ --
CONMED Corporation (Nasdaq: CNMD) and Bionx Implants, Inc. (Nasdaq: BINX)
announced today that they have entered into an agreement for CONMED to acquire
Bionx in a cash transaction valuing Bionx at $4.35 per share. CONMED expects
that the total purchase price of approximately $48 million will be financed
from CONMED's $100 million revolving credit facility.
Consummation of the merger is subject to certain conditions, including
approval of Bionx's shareholders. Under the terms of the merger agreement,
Bionx will schedule a shareholder meeting in the near future to seek
shareholder approval of the merger. The transaction has been unanimously
approved by Bionx's Board of Directors. Shareholders with shares representing
51% of the outstanding stock of Bionx have irrevocably agreed to vote in favor
of the merger. CONMED expects to complete the merger in the next four months,
at which time Bionx will become a wholly-owned subsidiary of CONMED.
Based in Blue Bell, Pennsylvania, Bionx develops and manufactures
self-reinforced, resorbable polymer implants including screws, pins, and
meniscal implants for use in a variety of orthopedic applications including
sports medicine and fracture fixation. In 2001, Bionx recorded revenues of
$18.9 million. For the nine months ended September 30, 2002, Bionx's revenues
were $13.6 million.
Bionx is best known for its Meniscus Arrow(TM) bioabsorable implant for
repair of tears of the meniscus in the knee. In addition, Bionx has
introduced in the last three years 10 new products to enhance its sports
medicine product offerings, including implants for the repair of knee and
shoulder injuries. CONMED anticipates additional annualized revenues from
Bionx to approximate $18 -- $20 million, although the impact during 2003 will
depend on the when the merger is completed.
CONMED expects to incur certain non-recurring charges associated with the
integration of the Bionx business, including non-cash charges relative to the
valuation of the Bionx opening balance sheet. In addition, CONMED expects
that the cost of goods sold for Bionx sales immediately subsequent to the
acquisition will be higher than present as a result of the increased valuation
of opening inventory for purchase accounting purposes. After this initial
inventory is sold, Bionx product margins should return to their historic 70%
level. Absent these one-time charges, the Bionx business is expected to be
neutral to the net income of CONMED in 2003 and accretive thereafter.
Mr. Joseph J. Corasanti, President and COO of CONMED said, "We are
extremely pleased to have an agreement to make the Bionx business part of
CONMED. In 2002, our procedure-specific products for sports medicine exceeded
$50 million of our $453 million in total sales. The addition of the Bionx
sports medicine and trauma products will provide us with increased product
depth. Bionx also brings important research and development capability in
self-reinforced polymers. We plan to continue this research at the Bionx
facilities in Pennsylvania and Tampere, Finland. Manufacturing of the Bionx
products will also continue in Tampere."
Mr. Gerard S. Carlozzi, President and CEO of Bionx said, "The Bionx
products will fit well with CONMED's sports medicine business. The
combination of the Bionx product portfolio, along with CONMED's product
offerings in procedural specific products for sports medicine will enhance the
Company's ability to reach a greater number of customers. I look forward to
working with CONMED and to making the transition a smooth one."
CONMED is a medical technology company specializing in instruments,
implants, and video equipment for arthroscopic sports medicine, and powered
surgical instruments, such as drills and saws, for orthopedic, ENT,
neuro-surgery, and other surgical specialties. CONMED is also a leading
developer, manufacturer and supplier of RF electrosurgery systems used
routinely to cut and cauterize tissue in nearly all types of surgical
procedures worldwide, and endoscopy products such as trocars, clip appliers,
scissors, and surgical staplers. CONMED offers integrated operating room
design and intensive care unit service managers. CONMED also manufactures and
sells a full line of ECG electrodes for heart monitoring and other patient
care products. Headquartered in Utica, New York, CONMED's 2,500 employees
distribute its products worldwide from ten manufacturing locations.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements based on certain
assumptions and contingencies that involve risks and uncertainties. The
forward-looking statements are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995 and relate to CONMED's
and Bionx's performance on a going-forward basis. The forward-looking
statements in this press release involve risks and uncertainties which could
cause actual results, performance or trends, including the above mentioned
anticipated revenues and earnings, to differ materially from those expressed
in the forward-looking statements herein or in previous disclosures. CONMED
and Bionx believe that all forward-looking statements made by them have a
reasonable basis, but there can be no assurance that managements'
expectations, beliefs or projections as expressed in the forward-looking
statements will actually occur or prove to be correct. In addition to general
industry and economic conditions, factors that could cause actual results to
differ materially from those discussed in the forward-looking statements in
this press release include, but are not limited to: (i) the impact of the
Bionx merger on CONMED's net income in 2003 and thereafter, (ii) the one-time
charges to be recorded by CONMED in connection with the Bionx merger, (iii)
the failure of any one or more of the assumptions stated above, to prove to be
correct; (iv) the risks relating to forward-looking statements discussed in
CONMED's Annual Report on Form 10-K for the fiscal year ended December 31,
2001 and the Prospectus dated May 22, 2002; (v) cyclical purchasing patterns
from customers, end-users and dealers; (vi) timely release of new products,
and acceptance of such new products by the market; (vii) the introduction of
new products by competitors and other competitive responses; (viii) the
possibility that any new acquisition or other transaction may require CONMED
to reconsider its financial assumptions and goals/targets; (ix) CONMED's
ability to devise and execute strategies to respond to market conditions; (x)
Bionx's ability to implement previously announced initiatives; (xi) the
timing and effect of regulatory responses to Bionx and/or (xii) the risks and
uncertainties disclosed in Bionx's Annual Report on form 10-K for the year
ended December 31, 2001, as filed with the Securities and Exchange Commission.
ADDITIONAL INFORMATION
The proposed transaction will be submitted to Bionx's stockholders for
their consideration. Bionx will file a proxy statement and other relevant
documents concerning the proposed transaction with the SEC. STOCKHOLDERS OF
BIONX ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. You will be able to obtain a free copy of the Bionx proxy
statement, as well as other filings containing information about Bionx, at the
SEC's Internet site (http://www.sec.gov). Copies of the proxy statement can
be obtained, without charge, by directing a request to Bionx, Investor
Relations, 1777 Gwynedd Hall, Suite 400, Blue Bell, Pennsylvania 19422
(215-643-5000).
Bionx and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of Bionx in
connection with the merger. Information about the directors and executive
officers of Bionx and their ownership of Bionx common stock is set forth in
the proxy statement on Schedule 14A for Bionx's 2002 annual meeting of
stockholders, as filed with the SEC on November 8, 2002 and amended on
November 22, 2002.
CONMED may be deemed to be a participant in the solicitation of proxies
from the stockholders of Bionx in connection with the merger. By virtue of
the voting agreements it has entered into with certain Bionx stockholders,
CONMED may be deemed to share with such stockholders the power to vote shares
of common stock representing approximately 51% of the total outstanding common
stock of Bionx. Additional information about CONMED's ownership of Bionx
common stock may be obtained by reading CONMED's statement of beneficial
ownership on Schedule 13D, to be filed with the SEC, when it becomes
available.
Additional information regarding participants in the proxy solicitation
may be obtained by reading the proxy statement regarding the proposed
transaction when it becomes available.
SOURCE CONMED Corporation; Bionx Implants, Inc.
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Related links:
http://www.conmed.com
Company News On-Call:
http://www.prnewswire.com/comp/201850.html
CONTACT:
Robert D. Shallish, Jr., Chief Financial
Officer of CONMED Corporation, +1-315-624-3206; or Drew Karazin,
Chief Financial Officer of Bionx Implants, Inc., +1-215-643-5000;
or Investors, Lauren Levine or Lanie Fladell, or Media, Sean
Leous, +1-212-850-5600, all of FD Morgen-Walke, for CONMED
Corporation
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