Bard Agrees to Acquire Full Ownership of its Joint Venture in Japan
September 30 2015 - 8:40AM
Business Wire
C. R. Bard, Inc. (NYSE:BCR) announced today that it has entered
into a definitive agreement to acquire Kobayashi Pharmaceutical
Co., Ltd.’s (Kobayashi) 50% ownership share in Medicon, Inc.
(Medicon), the Osaka, Japan-based joint venture that the two
companies have operated together since 1972, through a share
redemption. The transaction is expected to close in early November
2015, after which Medicon will be a wholly-owned subsidiary of the
company. The transaction has been approved by each company’s board
of directors and is subject to customary closing conditions.
For over 40 years, Bard and Kobayashi have jointly operated
Medicon by leveraging the local expertise of Kobayashi and the
product leadership of Bard. In recent years, Medicon has built
clinical and regulatory capabilities that have allowed the business
to more effectively introduce new products. At the same time, Bard
has demonstrated the ability to execute its product leadership
strategy with a direct selling model in international markets.
Today, the company believes that the future growth opportunities in
Japan will come from market segments that are more clinically
differentiated, including peripheral vascular and vascular access.
Therefore, the company believes that now is the time to take a more
direct role with clinicians and patients in Japan.
Timothy M. Ring, chairman and chief executive officer,
commented, “As the growth opportunities in Japan evolve, we believe
it is time to enhance our presence in the third largest healthcare
market in the world. We want to thank our partners at Kobayashi for
the more than 40 years of cooperation in building this business
together, and we look forward to welcoming the Medicon team as full
members of the Bard family.”
The company expects the transaction to add approximately $40
million to 2016 net sales. On an operational basis (excluding the
impact of foreign exchange), the company expects the transaction to
be neutral to adjusted cash earnings per share both in the fourth
quarter of 2015 and the full-year 2016, and to be accretive
thereafter. Including the impact of foreign exchange, the company
expects the transaction to reduce fourth quarter 2015 and full year
2016 adjusted cash earnings per share by approximately 5 cents and
20 cents, respectively.
As consideration for the transaction, Kobayashi will receive 3
billion yen at closing. Kobayashi will also receive the following
additional payments annually on the anniversary date of the
transaction: 1.9 billion yen in 2016, 1.5 billion yen in 2017, 1.2
billion yen in 2018, 1 billion yen in 2019, 600 million yen in both
2020 and 2021, 400 million yen in both 2022 and 2023, and 300
million yen in both 2024 and 2025; the total consideration being
11.2 billion yen.
C. R. Bard, Inc. (www.crbard.com),
headquartered in Murray Hill, N.J., is a leading multinational
developer, manufacturer and marketer of innovative, life-enhancing
medical technologies in the fields of vascular, urology, oncology
and surgical specialty products.
This press release may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, which are based on management’s current expectations, the
accuracy of which is necessarily subject to risks and
uncertainties. These statements are not historical in nature and
use words such as “anticipate”, “estimate”, “expect”, “project”,
“intend”, “forecast”, “plan”, “believe”, and other words of similar
meaning in connection with any discussion of future operating or
financial performance. Many factors may cause actual results to
differ materially from anticipated results including product
developments, sales efforts, integration efforts related to this
transaction, income tax matters, the outcomes of contingencies such
as legal proceedings, and other economic, business, competitive and
regulatory factors. The company undertakes no obligation to update
its forward-looking statements. Please refer to the Cautionary
Statement Regarding Forward-Looking Information in our June 30,
2015 Form 10-Q for more detailed information about these and other
factors that may cause actual results to differ materially from
those expressed or implied.
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version on businesswire.com: http://www.businesswire.com/news/home/20150930005947/en/
C. R. Bard, Inc.Investor Relations:Todd W.
GarnerVice President, Investor Relations(908)
277-8065orMedia Relations:Scott T.
LowryVice President and Treasurer(908)
277-8365
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