- Line Consists of Single-Use Gastro-Intestinal and Pulmonary Endoscopy
Products -
- Product Line had $54 Million in 2003 Sales -
- Acquisition Expected to be Accretive in 2005 -
UTICA, N.Y., Aug. 18 /PRNewswire-FirstCall/ -- CONMED Corporation
(Nasdaq: CNMD) announced today that CONMED will acquire from C.R. Bard, Inc.
(NYSE: BCR) certain products of its Endoscopic Technologies business. The
business consists of a comprehensive line of single-use medical devices
employed by gastro-intestinal (GI) and pulmonary physicians to diagnose and
treat diseases of the digestive tract and lungs using minimally invasive
endoscopic techniques. The Endoscopic product line to be acquired had 2003
revenues approximating $54 million and is third largest domestic supplier of
these types of products to the market.
CONMED will finance the $80 million purchase price using approximately $30
million of its cash on hand and borrowings under its revolving line of credit.
CONMED believes that the product line will be break-even during the rest of
2004, excluding in-process research and development and other acquisition
charges. In 2005, on a pro-forma basis, excluding transition and acquisition
related costs, the Company believes that the acquisition will add
approximately $0.12 to non-GAAP earnings per share. On a pro-forma basis,
immediately after the acquisition, CONMED's debt to total book capitalization
ratio will approximate 39%, within the Company's target range of 35% to 45%.
CONMED expects that its total consolidated free cash flow in 2005 will
approximate $75 - $80 million.
Mr. Joseph C. Corasanti, President and Chief Operating Officer of CONMED,
commented, "We are pleased to welcome the Endoscopic Technologies staff and
salesforce to the CONMED family of medical device professionals. We believe
that the combined marketing of these gastrointestinal products with our
electrosurgery product line creates a competitive and unique synergistic
offering. We are already familiar with the gastroenterology department in
hospitals because our electrosurgery products are routinely used in GI
therapeutic procedures and look forward to greater participation in the
attractive gastro-intestinal and pulmonary markets."
The Endoscopic product line will continue to operate from Billerica,
Massachusetts where its sales administration, marketing, research and
development, quality and manufacturing administration units are located.
Manufacturing of the products will be moved from Bard facilities to various
CONMED facilities during the transition period. The present Endoscopic
Technologies salesforce (51 domestic professionals and seven in Europe) will
transition to CONMED, and will continue to represent the product line,
becoming CONMED's fifth product-specific salesforce.
CONMED and Bard will file the appropriate Hart-Scott Rodino notification
with the Department of Justice. The companies intend to complete the
transaction following HSR clearance. Upon completion of the acquisition,
CONMED will account for the purchase by valuing the assets and liabilities
acquired, including in-process research and development. In accordance with
applicable accounting standards, the in-process research and development will
be written-off in the quarter the purchase is completed.
CONMED Profile
CONMED is a medical technology company specializing in surgical devices
and instruments for a wide range of surgical specialties including general
surgery, arthroscopic sports medicine, and powered surgical instruments, such
as drills and saws, for orthopedic, ENT, and neuro-surgery. The Company 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, endosurgery products such as trocars, clip
appliers, scissors, and surgical staplers. The Company offers integrated
operating room design and intensive care unit service managers. The Company
also manufactures and sells a full line of ECG electrodes for heart monitoring
and other patient care products. Headquartered in Utica, New York, the
Company's 2,600 employees distribute its products worldwide from eleven
manufacturing locations.
Forward-Looking Information
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 the
Company'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. The
Company believes that all forward-looking statements made by it have a
reasonable basis, but there can be no assurance that management's
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 failure of any one
or more of the assumptions stated above, to prove to be correct; (ii) the
risks relating to forward-looking statements discussed in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2003; (iii)
cyclical purchasing patterns from customers, end-users and dealers; (iv)
timely release of new products, and acceptance of such new products by the
market; (v) the introduction of new products by competitors and other
competitive responses; (vi) the possibility that any new acquisition or other
transaction may require the Company to reconsider its financial assumptions
and goals/targets; and/or (vii) the Company's ability to devise and execute
strategies to respond to market conditions.
SOURCE CONMED Corporation
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Related links:
http://www.conmed.com
CONTACT:
Robert Shallish, Chief Financial Officer,
CONMED Corporation, +1-315-624-3206,; or Investors, Julie Huang,
or Lanie Marcus, or Media, Sean Leous, +1-212-850-5600, all of
Financial Dynamics, for CONMED Corporation
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