BARCELONA, Spain, Dec. 14, 2016 /PRNewswire/ --
- Grifols entered into an agreement to acquire Hologic's
(Nasdaq: HOLX) interest in their existing joint-business under
which Grifols owns all customer facing activities
- The agreement encompasses the acquisition of the Hologic
unit engaged in research, development and manufacture of assays and
instruments based on NAT (Nucleic Acid Testing) technology for
transfusion and transplantation screening
- Hologic's share of NAT donor screening unit delivers high
margins and substantial cash flows: its
EBITDA1 is above USD 160
million. The pro forma EBITDA margin2 of
the Grifols Diagnostic Division increases to 40% as a result of
this vertical integration
- The assets acquired comprise a plant in San Diego, CA (United States) as well as development rights,
licenses to patents and access to product manufacturers
- This transaction is part of the consolidation and growth
strategy envisaged for the Diagnostic Division and enables Grifols
to continue strengthening its leading position in transfusion
medicine
- This acquisition strengthens cash flows and positively
impacts the group's margins: Grifols' pro forma EBITDA
margin2 increases by more than 350 basis points
- Grifols will finance the acquisition with USD 1,700 million term loan and existing cash on
the balance sheet
- The transaction, subject to customary closing and regulatory
approvals, is expected to close in the first quarter of
2017
- Grifols consolidates itself as one of the only vertically
integrated providers capable of offering comprehensive solutions to
blood and plasma donation centers
Grifols (MCE: GRF, MCE: GRF.P and NASDAQ: GRFS), a global
healthcare company with a track-record of more than 75 years
improving people's health and well-being, has entered into an
agreement to acquire the NAT (Nucleic Acid Testing) donor screening
unit from the U.S. company Hologic for a purchase price of
USD 1,850 million (EUR 1,750 million).
This agreement encompasses research, development and manufacture
of assays and instruments activities using NAT technology that
makes possible to detect the presence of infectious agents in blood
and plasma donations, contributing to greater transfusion
safety.
Until now, based on the existing agreement with Hologic, Grifols
is marketing the aforementioned assays and instruments
worldwide.
The assets acquired comprise a production plant in San Diego (United
States) as well as development rights, licenses to patents
and access to product manufacturers.
This transaction is part of the growth strategy envisaged for
the Diagnostic Division and enables Grifols to strengthen its
leading position in transfusion medicine through NAT technology,
the manufacture of antigens for immunoassay and the supply of
blood-typing products.
According to Victor Grífols Sr, Chairman and CEO of Grifols:
"This acquisition is part of the growth strategy foreseen for
the Diagnostic Division. It is an obvious step that allows us to
strengthen a leading position that we first achieved in 2014 in
transfusion diagnostics with the acquisition of assets from
Novartis, which, among other things, included the rights to market
transfusion medicine assays and instruments using NAT technology.
The transaction enabled us to enhance our capabilities to be one of
the only companies capable of offering comprehensive
solutions to blood and plasma donation centers, from donation to
transfusion. Now, with this new transaction, we have contributed
our vertical integration process as we also have control over the
production and R&D phases."
In addition, Grifols' CEO commented that "this is the last
acquisition that I announce as CEO. This agreement caters to the
interests of both companies and is the result of a path of joint
collaboration with the CEOs that will succeed me in office from
January 2017, the result of a
dedicated management team and of Hologic, a strategic partner of
Grifols since 2014. With this transaction Grifols remains as the
largest Spanish investor in the U.S."
Financial aspects and conditions for the closing of the
transaction
Grifols has agreed to acquire Hologic's share of NAT donor
screening unit for USD 1,850 million
(EUR 1,750 million).
Hologic's share of NAT donor screening unit is a high margin,
highly generative business with an EBITDA3 above
USD 160 million.
The acquisition is structured through Grifols Diagnostic
Solutions, a U.S. incorporated, wholly-owned subsidiary of Grifols,
S.A.
Grifols expects the transaction will positively impact group
margins and bolster generation of operating cash flows. The
revenues of the Diagnostic Division will not change as a result of
this acquisition due to the existing joint-business between Grifols
and Hologic in place since 2014. Under the existing arrangement,
Grifols owns customer facing activities and records all revenues.
In this respect, the Diagnostic Division's sales will continue to
represent around 16% of Grifols' total revenue.
Expected impact:
- Strengthening of the position of the Grifols Diagnostic
Division in transfusion medicine
- Significantly increasing profitability of Grifols Diagnostic
boosting the EBITDA margin to 40%4
- Direct impact on the group's EBITDA margin, with an expected
increase above 350 basis points4
- By streamlining and integrating the NAT business, operational
efficiency will be increased in terms of production, R&D,
overheads and administrative expenses
In addition, Hologic will transfer the professionals in this
area of activity to Grifols' workforce, which will increase by 175
employees.
Grifols will finance the acquisition with USD 1,700 million term loan and existing cash on
the balance sheet. The term loan has been arranged and fully
underwritten by Nomura.
The agreement does not include any financial restrictions
relating to Grifols' dividend or investment policies. The
acquisition has been unanimously approved by the boards of
directors of both companies.
This transaction moderately increases the leverage of Grifols.
The net financial debt to EBITDA ratio will increase from 3.3x (as
of September 30, 2016) to 4.3x (pro
forma at September 30, 2016).
At the end of September 2016,
Grifols' net financial debt was EUR 3,809.2
million, including
EUR 900.5 million in cash. The
company maintained its liquidity above EUR
1.3 billion, taking into account undrawn credit lines for an
amount above EUR 400 million.
Grifols is committed to rapidly reducing its leverage level. The
company plans to absorb this increase through a greater capability
to generate cash flows. Historically, Grifols has demonstrated a
track record of deleveraging ability post acquisitions.
The transaction, subject to customary closing and regulatory
approvals, is expected to close in the first quarter of 2017.
Advisors
Grifols retained Osborne Clarke, S.L.P and Proskauer Rose, L.L.P
as legal advisors and Nomura as a financial advisor.
Additional information
NAT technology and transfusion safety
In recent years, tests based on nucleic acid analysis (NAT) have
been considered as the most advanced technology for the detection
of infectious agents in blood and plasma donations because they are
much more sensitive in detecting viral infections and reducing the
so-called window period, interval between donor exposure to a virus
and production of antibodies against the virus. In terms of
diagnostic, NAT tests reduce this window period, increasing the
diagnostics transfusion safety.
Given the positive impact that NAT assays have on reducing the
risk of infection transmission during transfusion, many countries
use the NAT technology to fully optimize transfusion safety.
They can be used to examine whole blood, only plasma or other
blood-derived products. NAT assays are commonly used for detection
of critical infectious diseases such as human immunodeficiency
virus (HIV), hepatitis C virus (HCV), West Nile virus, Parvo/
hepatitis A virus (HAV) and hepatitis B virus (HBV) and
Zika.
The leadership and commitment shown by Grifols in the field
of diagnostics
Grifols' Diagnostic Division focuses on advancing patient care
through innovative diagnostic solutions designed to simplify
laboratory operations and enhance disease detection and treatment.
The company manufactures and develops assays and instruments in
three specialty areas: transfusion medicine, immunology and
hemostasis.
Currently, Grifols has consolidated itself as a global leader in
transfusion medicine, being one of the main providers of diagnostic
tests for transfusion safety through NAT technology, manufacture of
antigens for immunoassay, blood typing products and blood
collection bags.
Grifols is a leading company in the NAT technology business
(Procleix® NAT Solutions) with a global market share of 55%; in
the United States, its market
share reaches 79% and in the Asia-Pacific area it stands at 68%. It is
worth highlighting the expansion of NAT technology in countries of
the Asia-Pacific and Middle-East regions. In addition, Grifols is
increasing its presence in Europe
and Latin America and continues to
make strides in the U.S. market, which is both relevant and very
much a consolidated market.
About Grifols
Grifols is a global healthcare company with a track-record of
more than 75 years improving people's health and well-being through
the development of plasma protein therapies, hospital pharmacy
products and diagnostic technology for clinical use.
The company is present in more than 100 countries worldwide and
its headquarters are located in Barcelona, Spain. Grifols is a leader in
plasma collection with a network of 160 plasma donation centers in
the U.S., and is a leading producer of plasma-derived medicines. As
a recognized leader in transfusion medicine, Grifols offers a
comprehensive range of transfusion medicine, hemostasis, and
immunoassay solutions for clinical laboratories, blood banks, and
transfusion centers.
In 2015, sales exceeded EUR 3,930
million with a headcount close to 14,700 employees. Grifols
demonstrates its commitment to scientific progress by allocating a
significant portion of its annual income to R&D.
The company's class A shares are listed on the Spanish Stock
Exchange, where they are part of the Ibex-35 (MCE: GRF). Its
non-voting class B shares are listed on the Mercado Continuo (MCE:
GRF.P) and on the U.S. NASDAQ via ADRs (NASDAQ: GRFS). For more
information, visit www.grifols.com
LEGAL DISCLAIMER
The facts and figures contained in this report that do not refer
to historical data are "future projections and assumptions". Words
and expressions such as "believe", "hope", "anticipate", "predict",
"expect", "intend", "should", "will seek to achieve", "it is
estimated", "future" and similar expressions, in so far as they
relate to the Grifols group, are used to identify future
projections and assumptions. These expressions reflect the
assumptions, hypotheses, expectations and predictions of the
management team at the time of writing this report, and these are
subject to a number of factors that mean that the actual results
may be materially different. The future results of the Grifols
group could be affected by events relating to its own activities,
such as a shortage of supplies of raw materials for the manufacture
of its products, the appearance of competitor products on the
market, or changes to the regulatory framework of the markets in
which it operates, among others. At the date of compiling this
report, the Grifols group has adopted the necessary measures to
mitigate the potential impact of these events. Grifols, S.A. does
not accept any obligation to publicly report, revise or update
future projections or assumptions to adapt them to events or
circumstances subsequent to the date of writing this report, except
where expressly required by the applicable legislation. This
document does not constitute an offer or invitation to buy or
subscribe shares in accordance with the provisions of the following
Spanish legislation: Royal Legislative Decree 4/2015, of 23
October, approving recast text of Securities Market Law;
Royal Decree Law 5/2005, of 11 March
and/or Royal Decree 1310/2005, of 4
November, and any regulations developing this legislation. In
addition, this document does not constitute an offer of purchase,
sale or exchange, or a request for an offer of purchase, sale or
exchange of securities, or a request for any vote or approval in
any other jurisdiction. The information included in this document
has not been verified nor reviewed by the external auditors of the
Grifols Group.
1 Figures from the last 12 months to September 2016
2 Pro forma figures from the last 12 months to
September 2016
3 Figures from the last 12 months to September 2016
4 Pro forma figures from the last 12 months to
September 2016
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/grifols-agrees-to-acquire-hologics-share-of-nat-donor-screening-unit-for-usd-1850-million-300378527.html
SOURCE Grifols