MOUNTAIN VIEW, Calif.,
Oct. 29, 2015 /PRNewswire/ --
Omnicell, Inc., (NASDAQ:OMCL), a leading provider of medication and
supply management solutions to healthcare systems, today announced
it has entered into a definitive agreement to acquire Aesynt
Incorporated. The acquisition would create the broadest product
portfolio in the industry with significant offerings in automated
dispensing systems, central pharmacy robotics, IV robotics and
enterprise analytics. The combined company would support
approximately 4,000 acute care facilities worldwide, have annual
revenues of over $650 million and
have approximately 2,200 employees.
"As hospitals search for ways to provide the best patient care
and also the most efficient care, customers are looking for
solutions that can be scaled and customized to fit the unique needs
of their health system," said Randall
Lipps, Chairman, President and CEO, Omnicell. "By adding
distinct capacities in dispensing systems, central pharmacy
robotics, IV robotics and analytics, this acquisition demonstrates
our continued commitment to offer our customers leading pharmacy
automation solutions tailored to the specific needs of their
facilities and patients. We also expect that as a combined entity
we can accelerate innovation in the marketplace by leveraging the
combined strengths of the Aesynt and Omnicell teams. Choice,
innovation and value make this a great acquisition for Omnicell and
our customers."
Aesynt, based in Cranberry Township,
Pa., is a leader in enterprise medication management.
Specific solutions include:
- IV Solutions: Full suite of automated and semi-automated
solutions for the IV room including hazardous and non-hazardous
solutions with IV workflow, compounding software and IV preparation
analytics.
- Central Pharmacy Solutions: Leading solutions including
unit dose medication dispensing robots, vertical storage and
dispensing of medications, open shelf inventory tracking and unit
dose repackaging products and services.
- Point of Care Solutions: Medication storage and
dispensing cabinets for nursing units and operating rooms and
narcotic medication storage and dispensing.
- Enterprise Software: Dynamic, enterprise-wide medication
logistics management software, automated procurement and order
management, and reporting and analytics for inventory management
and medication utilization.
"Omnicell and Aesynt share a passion for and commitment to
affordable, safe medication delivery through innovation and
automation," said Kraig McEwen,
Aesynt CEO. "Today, healthcare organizations embrace Aesynt's
robust medication management tools, which complement Omnicell's
product portfolio and international footprint. We are delighted to
work with the Omnicell team. Our common goal to improve healthcare
for everyone will now be realized."
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Transaction Highlights
The contemplated total aggregate consideration is $275 million, in cash, plus cash on hand at
signing minus indebtedness at signing, or approximately
$217.3 million, subject to certain
adjustments at closing as provided for in the securities purchase
agreement. The completion of the transaction is subject to
Hart-Scott-Rodino review and the satisfaction of other customary
closing conditions, and is expected to close in 2016. Aesynt
recorded approximately $182 million
of revenue and approximately $20
million of adjusted EBITDA (unaudited) in the last twelve
months ended June 30, 2015.
To finance the transaction, Omnicell will use cash available on
its balance sheet and proceeds from $300
million in senior secured credit facilities. Omnicell and
Wells Fargo Securities, LLC and Wells Fargo Bank, N.A. have
executed a committed financing letter for the new senior secured
credit facilities Omnicell intends to enter into at the time of
closing the transaction. Assuming the transaction closes in 2016,
it is expected to be immediately accretive to non-GAAP earnings per
share.
Omnicell's financial advisor in this transaction was Greenhill
& Co., LLC and Sidley Austin LLP, Cooley LLP and Jones Day served as legal counsel.
Omnicell will discuss the transaction in more detail during the
Omnicell Third Quarter 2015 earnings results conference call today.
A live webcast and the accompanying presentation relating to the
transaction will be available in the "Investor Relations" section
of Omnicell's website at www.Omnicell.com.
Conference call date: Oct. 29,
2015
Time: 2:30 p.m. Pacific (5:30 p.m. Eastern)
Dial in number: 1-800-696-5518 within the U.S. or 1-706-758-4883
for all other locations
Conference ID: 66699013
Internet users can access the conference call at:
http://ir.omnicell.com/events.cfm.
A replay of the call will be available today at approximately
5:30 p.m. PT and will be available
until 11:59 p.m. PT on November 12, 2015. The replay access numbers are
1-855-859-2056 within the U.S. and 1-404-537-3406 for all other
locations, Conference ID # is 66699013.
About Aesynt
Aesynt combines years of healthcare expertise with a
comprehensive portfolio of pharmacy automation and information
management tools. Aesynt partners with healthcare organizations to
fully optimize all medication forms enterprise-wide, driving
dramatic cost reductions and improved patient safety. With leading
solutions for sterile compounding, enterprise-wide inventory
management, and medication dispensing, Aesynt is committed to
developing innovative solutions to solve the most pressing
challenges for our global healthcare partners. For more
information, visit www.aesynt.com or follow Aesynt on Twitter or
LinkedIn.
About Omnicell
Since 1992, Omnicell (NASDAQ: OMCL) has been creating new
efficiencies to improve patient care, anywhere it is delivered.
Omnicell is a leading supplier of comprehensive automation and
business analytics software for patient-centric medication and
supply management across the entire health care continuum—from the
acute care hospital setting to post-acute skilled nursing and
long-term care facilities to the home.
More than 3,000 customers worldwide have utilized Omnicell
Automation and Analytics solutions to increase operational
efficiency, reduce errors, deliver actionable intelligence and
improve patient safety. Omnicell Medication Adherence solutions,
including its MTS Medication Technologies brand, provide innovative
medication adherence packaging solutions to help reduce costly
hospital readmissions. In addition, these solutions enable
approximately 7,000 institutional and retail pharmacies worldwide
to maintain high accuracy and quality standards in medication
dispensing and administration while optimizing productivity and
controlling costs.
For more information about Omnicell, Inc. please visit
www.omnicell.com
Forward-Looking Statements
This release contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995,
including but not limited to statements relating to the anticipated
acquisition of Aesynt and the timing and benefits thereof, the
expected combined operations of Omnicell and Aesynt and Omnicell's
financing plans for the Aesynt acquisition. As such, they are
subject to the occurrence of many events outside Omnicell's control
and are subject to various risk factors that could cause actual
results to differ materially from those expressed or implied in any
forward-looking statement. Risks include, without limitation,
risks related to Omnicell's ability to complete the acquisition on
the proposed terms and schedule (including risks relating to
regulatory approvals for the transaction); whether Omnicell or
Aesynt will be able to satisfy their respective closing conditions
related to the acquisition; whether Omnicell will obtain financing
for the transaction on the expected timeline and terms; risks
associated with business combination transactions, such as the risk
that the businesses will not be integrated successfully, that such
integration may be more difficult, time-consuming or costly than
expected or that the expected benefits of the acquisition will not
occur; risks related to future opportunities and plans for the
combined company, including uncertainty of the expected financial
performance and results of the combined company following
completion of the proposed acquisition; disruption from the
proposed acquisition, making it more difficult to conduct business
as usual or maintain relationships with customers, employees or
suppliers; and the possibility that if the combined company does
not achieve the perceived benefits of the proposed acquisition as
rapidly or to the extent anticipated by financial analysts or
investors, the market price of Omnicell's shares could decline.
Other risks that contribute to the uncertain nature of the
forward-looking statements include our ability to take advantage of
the growth opportunities in medication management across the
spectrum of healthcare settings from long term care to home care,
unfavorable general economic and market conditions, risks to growth
and acceptance of our products and services, including competitive
conversions, and to growth of the clinical automation and workflow
automation market generally, the potential of increasing
competition, potential regulatory changes, the ability of the
company to improve sales productivity to grow product bookings, to
develop new products and to acquire and successfully integrate
companies. These and other risks and uncertainties are described
more fully in Omnicell's most recent filings with the Securities
and Exchange Commission. Prospective investors are cautioned not to
place undue reliance on forward-looking statements. All
forward-looking statements contained in this press release speak
only as of the date on which they were made. Omnicell undertakes no
obligation to update such statements to reflect events that occur
or circumstances that exist after the date on which they were
made.
OMCL-G
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SOURCE Omnicell, Inc.