The Cooper Companies, Inc. (NYSE:COO) today announced that
CooperSurgical has acquired Wallace, the in-vitro fertilization
(IVF) segment of Smiths Medical, a division of Smiths Group plc,
for a purchase price of approximately $168 million subject to
customary closing adjustments. Wallace reported sales of
approximately $29 million in the last twelve months. Excluding
non-recurring items and deal-related amortization, the transaction
is expected to be approximately $0.10 accretive to earnings per
share in fiscal 2017.
Commenting on the transaction, Robert S. Weiss, Cooper's
president and chief executive officer said, “This acquisition is a
great strategic fit with our existing IVF portfolio as Wallace
brings the gold standard of embryo transfer catheters along with
several other premier products such as oocyte retrieval needles.
The addition of these products further strengthens our IVF
portfolio which is sold into fertility clinics worldwide.”
About The Cooper Companies
The Cooper Companies, Inc. ("Cooper") is a global medical device
company publicly traded on the NYSE (NYSE:COO). Cooper is dedicated
to being A Quality of Life Company™ with a focus on delivering
shareholder value. Cooper operates through two business units,
CooperVision and CooperSurgical. CooperVision brings a refreshing
perspective on vision care with a commitment to developing a wide
range of high-quality products for contact lens wearers and
providing focused practitioner support. CooperSurgical is committed
to advancing the health of families with its diversified portfolio
of products and services focusing on women’s health, fertility and
diagnostics. Headquartered in Pleasanton, CA, Cooper has
approximately 10,000 employees with products sold in over 100
countries. For more information, please visit
www.coopercos.com.
About CooperSurgical
For more than 25 years, CooperSurgical has been a leader in
manufacturing and marketing a wide range of trusted and innovative
brands that have assisted clinicians in advancing the standard of
health care for women worldwide. Through an aggressive growth and
diversification strategy, CooperSurgical has evolved its portfolio
to include key products and services for women’s health, fertility
and genetic testing. Our global in-vitro fertilization (IVF)
segment, ORIGIO, and our groundbreaking offering from the pioneers
of genetic testing, Recombine/Reprogenetics/Genesis Genetics,
complement our dynamic women’s health care offering.
CooperSurgical, Inc. is a wholly owned subsidiary of The Cooper
Companies (NYSE:COO) and is headquartered in Trumbull, CT.
Through the delivery of insightful technologies and products to
health care providers, we envision a world with healthier babies,
individuals, and families. More information can be found at
www.coopersurgical.com.
Forward-Looking Statements
This news release contains "forward-looking statements" as
defined by the Private Securities Litigation Reform Act of
1995. Statements relating to guidance, plans, prospects,
goals, strategies, future actions, events or performance and other
statements which are other than statements of historical fact,
including our 2016 Guidance and all statements regarding the
acquisition of Smiths Medical’s Wallace including Wallace’s
financial position, market position, product development and
business strategy, expected cost synergies, expected timing and
benefits of the transaction, difficulties in integrating entities
or operations, as well as estimates of our and Wallace’s future
expenses, sales and earnings per share are forward looking.
In addition, all statements regarding anticipated growth in our
revenue, anticipated effects of any product recalls, anticipated
market conditions, planned product launches and expected results of
operations and integration of any acquisition are
forward-looking. To identify these statements look for words
like "believes," "expects," "may," "will," "should," "could,"
"seeks," "intends," "plans," "estimates" or "anticipates" and
similar words or phrases. Forward-looking statements
necessarily depend on assumptions, data or methods that may be
incorrect or imprecise and are subject to risks and
uncertainties.
Among the factors that could cause our actual results and future
actions to differ materially from those described in
forward-looking statements are: adverse changes in the global or
regional general business, political and economic conditions,
including the impact of continuing uncertainty and instability of
certain countries that could adversely affect our global markets,
including the adverse economic impact and related uncertainty
caused by the United Kindom’s election to withdraw from the
European Union; foreign currency exchange rate and interest rate
fluctuations including the risk of fluctuations in the value of
foreign currencies that would decrease our revenues and earnings;
acquisition-related adverse effects including the failure to
successfully obtain the anticipated revenues, margins and earnings
benefits of the Wallace acquisition or other acquisitions,
integration delays or costs and the requirement to record
significant adjustments to the preliminary fair value of assets
acquired and liabilities assumed within the measurement period,
required regulatory approvals for an acquisition not being obtained
or being delayed or subject to conditions that are not anticipated,
adverse impacts of changes to accounting controls and reporting
procedures, contingent liabilities or indemnification obligations,
increased leverage and lack of access to available financing
(including financing for the acquisition or refinancing of debt
owed by us on a timely basis and on reasonable terms); Our
indebtedness could adversely affect our financial health, prevent
us from fulfilling our debt obligations or limit our ability to
borrow additional funds; a major disruption in the operations of
our manufacturing, research and development or distribution
facilities, due to technological problems, including any related to
our information systems maintenance, enhancements, or new system
deployments and integrations, integration of acquisitions, natural
disasters, excess or constrained manufacturing capacity, or other
causes; disruptions in supplies of raw materials, particularly
components used to manufacture our silicone hydrogel lenses; new
U.S. and foreign government laws and regulations, and changes in
existing tax laws, regulations and enforcement guidance, which
affect the medical device and healthcare industries generally;
compliance costs and potential liability in connection with U.S.
and foreign healthcare regulations and federal and state laws
pertaining to privacy and security of health information, including
product recalls, warning letters, and data security breaches; legal
costs, insurance expenses, settlement costs and the risk of an
adverse decision, prohibitive injunction or settlement related to
product liability, patent infringement or other litigation; changes
in tax laws or their interpretation and changes in statutory tax
rates; limitations on sales following product introductions due to
poor market acceptance; new competitors, product innovations or
technologies; reduced sales, loss of customers and costs and
expenses related to recalls; failure to receive, or delays in
receiving, U.S. or foreign regulatory approvals for products;
failure of our customers and end users to obtain adequate coverage
and reimbursement from third party payors for our products and
services; the requirement to provide for a significant liability or
to write off, or accelerate depreciation on, a significant asset,
including goodwill; the success of our research and
development activities and other start-up projects; dilution to
earnings per share from acquisitions or issuing stock; changes in
accounting principles or estimates; environmental risks; and other
events described in our Securities and Exchange Commission filings,
including the “Business” and “Risk Factors” sections in the
Company’s Annual Report on Form 10-K for the fiscal year ended
October 31, 2015, as such Risk Factors may be updated in quarterly
filings.
We caution investors that forward-looking statements reflect our
analysis only on their stated date. We disclaim any intent to
update them except as required by law.
COO-G
CONTACT:
Kim Duncan
Vice President, Investor Relations
ir@cooperco.com
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