MARLBOROUGH, Mass.,
March 30, 2017 /PRNewswire/
-- Boston Scientific Corporation (NYSE: BSX) today announced a
definitive agreement to acquire Symetis SA, a privately-held Swiss
structural heart company focused on minimally-invasive
transcatheter aortic valve implantation (TAVI) devices,
for $435 million in up-front cash.
The Symetis portfolio includes the ACURATE TA™ and ACURATE
neo/TF valve* systems for use in the treatment of
high-risk patients suffering from severe and symptomatic aortic
valve stenosis, which are sold in Europe and in other geographies outside of
the United States. Symetis is also
developing the ACURATE neo/AS** next generation
valve system, currently in a clinical trial intended to serve as
the basis for a future CE mark application.
This agreement to acquire Symetis follows the recent acquisition
by Boston Scientific of certain Neovasc, Inc. manufacturing assets,
and demonstrates the company's continued investment in structural
heart through intellectual property, research and development, and
manufacturing capabilities.
"The steps we are taking reflect our commitment to being a
leader in TAVI and structural heart technologies now and over the
long-term, as we broaden our portfolio and pipeline to address the
needs of our global health care providers and their patients," said
Ian Meredith, M.D., executive vice
president and global chief medical officer, Boston Scientific. "The
ACURATE family of valve products is strongly complementary to our
cornerstone Lotus™ valve*** platform, and this
compelling combination of technologies will allow us to provide
interventional cardiologists and cardiac surgeons with multiple
TAVI offerings for varying patient pathologies and anatomy."
Symetis is based in Ecublens, Switzerland, with approximately 300 employees
worldwide.
"We are excited to be joining Boston Scientific," said
Jacques R. Essinger, Ph.D. and CEO,
Symetis. "We have great respect for the company's legacy and strong
leadership in interventional cardiology, and we look forward to
being part of driving further innovation across its diversified
portfolio."
The acquisition is projected to close during the second quarter
of 2017, subject to customary closing conditions.
On an adjusted basis, the transaction is expected to be
immaterial in 2017, slightly accretive in 2018, and increasingly
accretive thereafter. The transaction is expected to be less
accretive (or dilutive, as the case may be) on a GAAP basis, due to
amortization expense and transaction and integration costs.
Conference Call and Webcast Information
Boston Scientific will host a conference call to discuss this
transaction today, Thursday, March 30, at 8:30 am
EDT. The call will be hosted by Mike Mahoney, chairman
and chief executive officer, Kevin
Ballinger, executive vice president and president,
Interventional Cardiology, and Ian
Meredith, M.D., executive vice president and global chief
medical officer.
A live webcast of the conference call will be available via the
Boston Scientific website. Webcast registration is available on the
Investor Relations section of the website
at www.bostonscientific.com/investors. Registration at least
15 minutes prior to the scheduled start time is encouraged to
ensure a timely connection.
A replay of the webcast will be archived and accessible at
www.bostonscientific.com/investors approximately one hour following
the completion of the conference call.
Financial and operational highlights of the Symetis transaction
are also available on the Investor Relations section of the website
under the tab, "Events & Presentations."
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.
*The ACURATE TA™ and ACURATE neo/TF valve
systems are not available for use or sale in the US.
**The ACURATE neo/AS valve system is not available
for use or sale.
***The Lotus™ valve
is currently not available for use or sale.
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 the closing of the acquisition, the
financial and business impact of the transaction, product launches
and product performance and impact. 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
Kelly Leadem
508-683-5543 (office)
Media Relations
Boston Scientific Corporation
Kelly.Leadem@bsci.com
Susie Lisa, CFA
508-683-5565 (office)
Investor Relations
Boston Scientific Corporation
investor_relations@bsci.com
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SOURCE Boston Scientific Corporation