ICU Medical, Inc., (Nasdaq:ICUI), a leader in the development,
manufacture and sale of innovative medical devices used in infusion
therapy, oncology and critical care applications, today announced
signing of a definitive agreement to acquire Excelsior Medical
Corporation, a manufacturer of healthcare devices used to disinfect
and protect access into a patient's bloodstream. Excelsior has
developed and commercialized the innovative SwabCap® and SwabFlush®
products and is a leader in pre-filled saline and heparin flush
syringes. Excelsior is owned by RoundTable Healthcare Partners, an
operating-oriented private equity firm focused exclusively on the
healthcare industry.
ICU Medical's purchase price for Excelsior is $59.5 million. ICU
also signed a definitive agreement to sell the operating assets of
SwabFlush and the pre-filled saline and heparin flush syringes to
Medline Industries, Inc. for $27 million. The transaction with
Medline will close immediately following the acquisition by ICU
Medical of Excelsior. Both transactions are expected to close
within a week. ICU Medical will serve Medline on an OEM basis as a
supplier and innovation partner for Medline's SwabFlush business
with a long-term exclusive supply contract.
SwabCap is a disposable cap designed to disinfect needlefree
connectors with 70% isopropyl alcohol when attached to an
intravenous (IV) catheter. The SwabCap product line complements the
ICU Medical Clave® family of needlefree connectors, as both work
together to deliver the critical elements of safety, protection and
maintenance of IV catheters.
As the only device that combines a pre-filled saline flush
syringe and disinfection cap, SwabFlush is designed to help improve
compliance with disinfection protocols. SwabCap is built into the
syringe plunger, making it immediately and conveniently available
to nurses after they flush an IV line.
Both SwabCap and SwabFlush have been the subject of numerous
award-winning scientific presentations by independent clinicians at
recent annual meetings of the Association for Vascular Access
(AVA), Association for Professionals in Infection Control and
Epidemiology (APIC), and the Children's Hospital Association.
The addition of SwabCap will enhance ICU Medical's infusion
therapy product offering across the company's existing direct and
OEM business lines as well as open new customer opportunities
globally. ICU Medical will sell the SwabCap product line directly
to customers via its existing domestic and international
distribution channels.
"ICU Medical has always been deeply focused on safety for both
the patient and the clinician in the infusion therapy category. The
SwabCap used in conjunction with the Clave, offers a best in class
solution for clinicians," said Alison Burcar, Vice President and
General Manager of ICU Medical's Infusion Systems Division. "We
have been studying the category for a long time and believe this
acquisition is the most effective way to enter the market, where we
can also leverage current and future innovations."
"Our ability to work creatively with ICU Medical is a great
outcome for all parties," said Dante Tisci, Division President of
Medline Industries' Dynacor Division. "We believe we can improve
overall economic and clinical value of the flush syringe market
with our entry, and we are excited about growing a clinically
differentiated product like SwabFlush. We are pleased to have a
long-term supply agreement with ICU Medical for the SwabCap®
component of this product."
The transaction will be funded with cash on hand and is expected
to be neutral to earnings in 2015. For 2016, the transaction is
expected to add incremental revenue of $18 to $20 million and
contribute minimal earnings per share (EPS) accretion. After one
year the transaction is expected to provide a greater than 10%
return on invested capital (ROIC).
About ICU Medical, Inc.: ICU Medical, Inc.
(Nasdaq:ICUI) develops, manufactures and sells innovative medical
technologies used in infusion therapy, oncology, and critical care
applications. ICU Medical's products improve patient outcomes by
helping prevent bloodstream infections and protect healthcare
workers from exposure to infectious diseases or hazardous drugs.
The Company's complete product line includes custom IV systems,
closed delivery systems for hazardous drugs, needlefree IV
connectors, closed blood sampling systems, and hemodynamic
monitoring systems. ICU Medical is headquartered in San Clemente,
California. For more information, visit the Company's website at
www.icumed.com.
About Excelsior Medical: Excelsior Medical
Corporation is a privately held medical device company with a
primary focus on innovative catheter maintenance products that
improve disinfection and may reduce medication errors and
healthcare costs. The company manufactures and sells SwabCap and
SwabFlush for the disinfection and protection of IV needleless
connectors. Formed in 1989, Excelsior also manufactures and sells
prefilled saline flush syringes, prefilled heparin flush and lock
syringes, and syringe pump systems. For more information go to
www.excelsiormedical.com
About Medline: Medline Industries, Inc. is a
global manufacturer and distributor serving the healthcare industry
with medical supplies and clinical solutions that help customers
achieve both clinical and financial success. Headquartered in
Mundelein, Ill., the company offers 350,000+ medical devices and
support services through more than 1,200 direct sales
representatives who are dedicated points of contact for customers
across the continuum of care. For more information on Medline, go
to www.medline.com
Forward Looking Statements: 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. Such statements
contain words such as ''will,'' ''expect,'' ''believe,'' ''could,''
''would,'' ''estimate,'' ''continue,'' ''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. These
forward-looking statements are based on Management's current
expectations, estimates, forecasts and projections about the
Company 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, decreased demand for the Company's
products, 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 and
unexpected changes in the Company's arrangements with its largest
customers. Future results are subject to risks and uncertainties,
including the risk factors, and other risks and uncertainties,
described in the Company's filings with the Securities and Exchange
Commission, which include those in the Annual Report on Form 10-K
for the year ended December 31, 2014. Forward-looking statements
contained in this press release are made only as of the date
hereof, and the Company undertakes no obligation to update or
revise the forward-looking statements, whether as a result of new
information, future events or otherwise.
CONTACT: ICU Medical, Inc.
Scott Lamb, Chief Financial Officer
(949) 366-2183
ICR, Inc.
John Mills, Partner
(646) 277-1254
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