BREAKING NEWS

Merit Medical Signs Purchase Agreement with BD for Divestment Assets

Merit Medical Systems, Inc. (NASDAQ:MMSI), a leading manufacturer and marketer of proprietary disposable devices used in interventional, diagnostic and therapeutic procedures, particularly in cardiology, radiology, oncology, critical care and endoscopy, announced today that it has signed an asset purchase agreement with BD (Becton, Dickinson and Company) to acquire certain assets which BD proposes to sell in connection with its proposed acquisition of C.R. Bard, Inc. (Bard).  Merit’s proposed asset acquisition is subject to the closing of BD’s proposed acquisition of Bard as well as other usual and customary closing conditions.

The assets to be acquired are soft tissue core needle biopsy products currently sold by BD under the trade names of Achieve™ Programmable Automatic Biopsy System, Temno™ Biopsy System and Tru-Cut™ Biopsy Needles.  Merit understands these products are currently sold worldwide through a combination of a direct sales force and distribution partners.
Additionally, Merit proposes to acquire the Aspira® Pleural Effusion Drainage Kits and the Aspira® Peritoneal Drainage System currently marketed by Bard. Merit understands these products are currently sold primarily in the United States.

The purchase price for the product lines and related assets to be acquired is $100 million, subject to adjustment for fluctuations in the value of transferred inventory. Merit intends to finance the acquisition at closing through borrowings which are currently available under its revolving credit facility. After giving effect to the proposed transaction, Merit anticipates its debt to adjusted EBITDA (as calculated in accordance with the terms of Merit’s existing credit agreement) will increase from approximately 2.20 to approximately 2.70.

This transaction is expected to create value for Merit’s shareholders and to be accretive to both GAAP and non-GAAP earnings in 2018, including the anticipated impact of incremental interest expense associated with financing the transaction. Merit’s management expects the acquisition to provide incremental annual revenues in the range of $42-48 million, adjusted gross margins for the subject product lines in the range of 60–70%, and, over a period of six to twelve months, to be accretive by 50–120 basis points to Merit’s adjusted gross margins. The transaction is also expected to expand operating margins and increase cash flow. Merit’s management expects the acquisition to provide $0.10–$0.19 in adjusted non-GAAP earnings per share accretion ($0.01 to $0.08 in GAAP earnings per share accretion) in fiscal year 2018. 

“We believe this is a perfect fit for Merit,” said Merit’s Chairman and Chief Executive Officer Fred P. Lampropoulos. “These products are well established with an installed base and complement Merit’s CorVocet™ Full Core Biopsy System and our recently-acquired bone biopsy products.”
“There are also a number of markets in which Merit has direct representation that will be expanded to include the acquired products, as well as new markets which we plan to develop,” Lampropoulos said. “In summary, we believe this transaction will provide complementary high-margin products, increased use of our existing facilities, market expansion opportunities, accretive margins, profits and our existing sales force utilization.”

ADVISORS
Piper Jaffray acted as lead financial advisor to Merit in connection with the negotiation of the purchase agreement. Baker & McKenzie provided legal counsel.  Merit anticipates that financing for the transaction will be provided through the lenders under its existing long-term credit facility: Wells Fargo Bank, National Association, Bank of America, N.A., HSBC Bank USA, National Association and U.S. Bank National Association.

ABOUT MERIT
Founded in 1987, Merit Medical Systems, Inc. is engaged in the development, manufacture and distribution of proprietary disposable medical devices used in interventional, diagnostic and therapeutic procedures, particularly in cardiology, radiology and endoscopy. Merit serves client hospitals worldwide with a domestic and international sales force totaling approximately 290 individuals. Merit employs approximately 4,700 people worldwide with facilities in South Jordan, Utah; Pearland, Texas; Richmond, Virginia; Malvern, Pennsylvania; Rockland, Massachusetts; San Jose, California; Maastricht and Venlo, The Netherlands; Paris, France; Galway, Ireland; Beijing, China; Tijuana, Mexico; Joinville, Brazil; Markham, Ontario, Canada; Melbourne, Australia; Tokyo, Japan; and Yishun, Singapore.

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