MARLBOROUGH, Mass.,
Aug. 4, 2015 /PRNewswire/
-- Boston Scientific Corporation (NYSE: BSX) has closed on the
previously announced agreement with Endo International plc (NASDAQ:
ENDP) (TSX: ENL) to purchase American Medical Systems' (AMS) Men's
Health and Prostate Health businesses, for $1.6 billion in up-front cash and a potential
additional $50 million milestone
based on 2016 sales. The acquisition positions Boston Scientific as
a leader in urology, providing physicians and healthcare systems a
comprehensive portfolio of proven
technologies.
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The transaction includes AMS' leading products for treating
urologic conditions, including the minimally invasive GreenLight
XPS™ and HPS™ Laser Therapy Systems for treating benign prostatic
hyperplasia, the AMS 800™ Urinary Control System for treating male
incontinence and the AMS 700™ Inflatable Penile Prosthesis for
treating erectile dysfunction. These technologies complement the
Boston Scientific leading urology portfolio for the treatment of
kidney stones and pelvic floor disorders, enabling further
innovation for the company across five common urologic diseases
that account for 50 percent of all urologic surgical
procedures.[1] The AMS women's health business is not
part of the transaction.
The AMS Men's Health and Prostate Health businesses will be
combined with the Boston Scientific Urology and Women's Health
businesses. The joint businesses will become the Boston Scientific
Urology and Pelvic Health business. The business unit will
also continue to invest in gynecologic surgical solutions for the
treatment of abnormal uterine bleeding and uterine fibroids.
"This is an exciting day as we join forces and welcome the AMS
Men's Health and Prostate Health teams to Boston Scientific," said
Karen Prange, senior vice president
and president of Urology and Pelvic Health at Boston Scientific
Corporation. "Together, we create a business with nearly
$1 billion in annual sales, strong
future growth prospects through innovation and market expansion,
and a significant opportunity to address unmet medical needs. As a
category leader, our combined organization will bring value-driven
innovations that can help healthcare providers advance patient
outcomes, reduce procedure costs, enhance quality and evolve the
treatment of urologic and pelvic conditions in ways that previously
could not be realized by either company alone."
As previously disclosed, the acquisition is expected to result
in annual pre-tax synergies in excess of $50
million by the end of 2018. On an adjusted basis, the
transaction is expected to be breakeven to adjusted earnings per
share in 2015, accretive by at least 3
cents in 2016, approximately 7
cents in 2017 and increasingly accretive thereafter. The
transaction is expected to be less accretive (or dilutive, as the
case may be) on a GAAP basis 2015 through 2017, due to amortization
expense and transaction and integration costs.
About Boston Scientific
Boston Scientific transforms lives through innovative medical
solutions that improve the health of patients around the world. As
a global medical technology leader for more than 35 years, we
advance science for life by providing a broad range of high
performance solutions that address unmet patient needs and reduce
the cost of healthcare. For more information, visit
www.bostonscientific.com and connect on Twitter and Facebook.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section
21E of the Securities Exchange Act of 1934. Forward-looking
statements may be identified by words like "anticipate," "expect,"
"project," "believe," "plan," "estimate," "intend" and similar
words. These forward-looking statements are based on our beliefs,
assumptions and estimates using information available to us at the
time and are not intended to be guarantees of future events or
performance. These forward-looking statements include, among other
things, statements regarding markets for our products and our
performance in those markets, our global business plans, product
performance and impact, competitive offerings, the acquisition, the
integration of the acquisition and the impact of the acquisition,
including expected financial impact and anticipated synergies. If
our underlying assumptions turn out to be incorrect, or if certain
risks or uncertainties materialize, actual results could vary
materially from the expectations and projections expressed or
implied by our forward-looking statements. These factors, in some
cases, have affected and in the future (together with other
factors) could affect our ability to implement our business
strategy and may cause actual results to differ materially from
those contemplated by the statements expressed in this press
release. As a result, readers are cautioned not to place undue
reliance on any of our forward-looking statements.
Factors that may cause such differences include, among other
things: future economic, competitive, reimbursement and regulatory
conditions; new product introductions; demographic trends; the
closing and integration of acquisitions; intellectual property;
litigation; financial market conditions; and future business
decisions made by us and our competitors. All of these factors are
difficult or impossible to predict accurately and many of them are
beyond our control. For a further list and description of these and
other important risks and uncertainties that may affect our future
operations, see Part I, Item 1A – Risk Factors in our most
recent Annual Report on Form 10-K filed with the Securities and
Exchange Commission, which we may update in Part II, Item 1A –
Risk Factors in Quarterly Reports on Form 10-Q we have filed
or will file hereafter. We disclaim any intention or obligation to
publicly update or revise any forward-looking statements to reflect
any change in our expectations or in events, conditions or
circumstances on which those expectations may be based, or that may
affect the likelihood that actual results will differ from those
contained in the forward-looking statements. This cautionary
statement is applicable to all forward-looking statements contained
in this document.
Use of Non-GAAP Financial Measures
To supplement our consolidated financial statements presented on
a GAAP basis, we disclose certain non-GAAP financial measures
including adjusted earnings per share. Adjusted earnings per share
excludes goodwill and intangible asset impairment charges;
acquisition-, divestiture-, litigation- and restructuring-related
charges and credits; certain discrete tax items and amortization
expense. Non-GAAP measures such as adjusted earnings per share are
not in accordance with generally accepted accounting principles in
the United States. The GAAP
financial measure most directly comparable to adjusted earnings per
share is GAAP earnings per share. The difference between our
estimated impact of the acquisition on our GAAP and adjusted
earnings per share relates to amortization expense on acquired
intangible assets and acquisition-related net charges, which
primarily include exit costs and other fees. These amounts are
excluded by the Company for purposes of measuring adjusted earnings
per share.
Management uses adjusted earnings per share along with other
supplemental non-GAAP measures to evaluate performance period over
period, to analyze the underlying trends in our business, to assess
its performance relative to its competitors, and to establish
operational goals and forecasts that are used in allocating
resources. Non-GAAP financial measures, including adjusted earnings
per share, should not be considered in isolation from or as a
replacement for GAAP financial measures. We believe that presenting
non-GAAP financial measures in addition to GAAP financial measures
provides investors greater transparency to the information used by
our management for its financial and operational decision-making
and allows investors to see our results "through the eyes" of
management. We further believe that providing this information
better enables our investors to understand our operating
performance and to evaluate the methodology used by management to
evaluate and measure such performance.
CONTACTS
Media:
Nisha Deo
408-893-9243 (cell)
Global Media Relations
Boston Scientific Corporation
Nisha.Deo@bsci.com
Simonetta Balbi
+39 3387936422 (mobile)
+39 0106060281 (direct)
Media Relations – Europe
Boston Scientific Corporation
balbis@bsci.com
Investors:
Susie Lisa, CFA
508-683-5565 (office)
Investor Relations
Boston Scientific Corporation
investor_relations@bsci.com
[1] BSC 2012 Market Research
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SOURCE Boston Scientific Corporation