Published:
Zimmer Holdings, Inc. Announces Agreement to Acquire Abbott Spine, an Innovator in Spinal Technology
WARSAW, Ind., Sept. 4 /PRNewswire-FirstCall/ -- Zimmer Holdings, Inc.
(NYSE: ZMH; SWX: ZMH) announced that certain of its subsidiaries have agreed
to acquire the Abbott Spine business from Abbott for approximately $360
million in cash. Zimmer said it expects to fund the purchase price from cash
on hand and borrowings under existing credit facilities.
The acquisition is expected to close in the fourth quarter of 2008. The
boards of directors of both companies have approved the transaction, which is
subject to regulatory approvals and other customary closing conditions.
Stockholder approval is not required. Abbott Spine had 2007 revenues of $109
million. Zimmer Spine's revenues for the same period were $197 million.
"This acquisition is another significant step in executing our strategies
to position Zimmer for sustained growth in the future. We are excited to be
adding a number of innovative products that round out the Zimmer Spine
portfolio and help us build toward critical mass in this important business
segment," said David Dvorak, Zimmer President and CEO. "In addition to
bringing great products and a promising pipeline, the Abbott Spine acquisition
will add to our research and development capabilities in the spinal category
and will strengthen our sales coverage."
Abbott Spine was founded in 1996 and has U.S. headquarters inAustin,
Texas, and an international facility inBordeaux, France. Throughout its
history, Abbott Spine has developed a series of innovative technologies and
techniques to treat spine disease. Among the key products are the InCompass(R)
Pedicle Screw System; the Pathfinder(R) Minimally Invasive Pedicle Screw
system; theWallis(R) Interspinous Stabilizer System (available outside the
U.S.); the Ant-Cer(R) Dynamic Cervical Plate; and the Universal Clamp(R).
Zimmer Spine, which is based inMinneapolis, Minnesota, intends to
maintain a presence at Abbott Spine'sAustin andBordeaux sites. Abbott Spine
has about 300 employees worldwide. "We have great respect for the talent and
passion of the Abbott Spine organization. Combining our businesses will
enable us to provide better product choice and improved customer service to
spine and neuro surgeons as they seek the best solutions for their patients.
We look forward to welcoming the Abbott Spine organization and their customers
into the Zimmer family," said Mr. Dvorak.
Zimmer expects the transaction to be approximately $0.03 dilutive to
adjusted diluted earnings per share in the fourth quarter of 2008, between
$0.08 and $0.10 dilutive in 2009 and neutral to slightly dilutive in 2010.
These estimates exclude one-time charges related to the purchase price
allocation for acquired inventory, restructuring and integration charges, as
well as any in-process research and development charge incurred in connection
with the transaction. The definitive purchase price allocation will be
completed after the close of the transaction; however, Zimmer expects to
record an in-process research and development charge of approximately $50
million in the fourth quarter and to step up the value of acquired inventory
by approximately $25 million. Zimmer also expects to incur $40 to $50 million
in restructuring and integration costs in connection with the transaction,
primarily related to the integration of the separate global sales networks.
Zimmer intends to provide additional details about the Abbott Spine
transaction during its third quarter 2008 investor conference call, which is
scheduled for October 23, 2008.
About the Company
Founded in 1927 and headquartered inWarsaw, Indiana, Zimmer designs,
develops, manufactures and markets orthopaedic reconstructive, spinal and
trauma devices, dental implants, and related orthopaedic surgical products.
Zimmer has operations in more than 25 countries around the world and sells
products in more than 100 countries. Zimmer's 2007 sales were approximately
$3.9 billion. The Company is supported by the efforts of approximately 8,500
employees worldwide.
For more information about Zimmer, visit www.zimmer.com
Zimmer Safe Harbor Statement
This press release contains forward-looking statements within the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995
based on current expectations, estimates, forecasts and projections about the
orthopaedics industry, management's beliefs and assumptions made by
management. Forward-looking statements may be identified by the use of
forward-looking terms such as "may," "will," "expects," "believes,"
"anticipates," "plans," "estimates," "projects," "assumes," "guides,"
"targets," "forecasts," and "seeks" or the negative of such terms or other
variations on such terms or comparable terminology. These statements are not
guarantees of future performance and involve risks, uncertainties and
assumptions that could cause actual outcomes and results to differ materially.
These risks and uncertainties include, but are not limited to, our compliance
with the Deferred Prosecution Agreement through March 2009 and the Corporate
Integrity Agreement through 2012, the impact of our enhanced healthcare
compliance global initiatives and business practices on our relationships with
customers and consultants, our market share and our overall financial
performance, the success of our quality initiatives, the outcome of the
informal investigation by the U.S. Securities and Exchange Commission into
Foreign Corrupt Practices Act matters announced in October 2007, price and
product competition, rapid technological development, demographic changes,
dependence on new product development, the mix of our products and services,
supply and prices of raw materials and products, customer demand for our
products and services, control of costs and expenses, our ability to obtain
and maintain adequate intellectual property protection, our ability to
successfully integrate acquired businesses, our ability to form and implement
alliances, international growth, our compliance with governmental laws and
regulations affecting our U.S. and international businesses including
regulations of the U.S. Food and Drug Administration and foreign government
regulators and tax obligations and risks, the impact of suspending U.S.
distribution of one of our key hip replacement products, product liability and
intellectual property litigation losses, reimbursement levels from third-party
payors, cost-containment efforts of healthcare purchasing organizations, our
ability to retain the independent agents and distributors who market our
products, general industry and market conditions and growth rates and general
domestic and international economic conditions including interest rate and
currency exchange rate fluctuations. For a further list and description of
such risks and uncertainties, see our periodic reports filed with the U.S.
Securities and Exchange Commission. We disclaim any intention or obligation
to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be set forth in our
periodic reports. Readers of this document are cautioned not to place undue
reliance on these forward-looking statements, since, while we believe the
assumptions on which the forward-looking statements are based are reasonable,
there can be no assurance that these forward-looking statements will prove to
be accurate. This cautionary statement is applicable to all forward-looking
statements contained in this document.
SOURCE Zimmer Holdings, Inc.
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