MVP News
Zimmer Holdings, Inc. Announces Agreement to Acquire Implex Corp.
11/24/2003
WARSAW, Ind., Nov. 24 -- Zimmer Holdings, Inc. (NYSE: ZMH - News; SWX: ZMH) and Implex Corp., a privately held New Jersey company, announced today that Zimmer has agreed to acquire Implex in a transaction comprised of Zimmer common stock and a customary cash escrow. Under the agreement, Implex will become a wholly owned subsidiary of Zimmer. Each share of Implex stock will be converted into the right to receive Zimmer common stock and cash having a value of approximately $108 million at closing and additional value in the form of Zimmer common stock payments that are contingent on growth of Implex product sales through 2006. The net value transferred at closing in Zimmer common shares will be approximately $89 million, which includes adjustments for debt repayment, Zimmer's existing equity, escrow and other items. This transaction is expected to be dilutive to earnings per share by approximately $0.01 in 2004, excluding one-time integration and inventory step-up costs required under U.S. GAAP.
In 2000, Zimmer entered into an exclusive, worldwide strategic alliance for commercialization of Implex's innovative Hedrocel® biomaterial, which Zimmer has marketed as Trabecular Metal(TM) Technology.
"We call Trabecular Metal 'the best thing next to bone' because we believe it is the most exciting new porous material platform the orthopaedics industry has seen in decades," said Ray Elliott, Zimmer Chairman, President and CEO. "We look forward to applying our extensive development resources to the application of the technology in new areas. We intend to expand the existing Implex line of spinal products that incorporate Trabecular Metal Technology, which have already been implanted in Europe and the United States, into our new Zimmer Spine division. We believe Trabecular Metal has the potential to give us opportunities in the fusion and non-fusion spinal categories that other competitors cannot match."
Zimmer currently markets hip, knee and shoulder replacement implants, and trauma products using the technology. The company recently announced it has seven development projects underway using the material and it expects Trabecular Metal product sales to grow substantially. Made of the highly biocompatible element Tantalum, Trabecular Metal is very similar to natural bone in its porosity, friction, structural strength and bending characteristics, making it an ideal choice for orthopaedic implants. Because it is a free-standing structure rather than a surface coating, it allows for the development of completely porous devices.
"This was the anticipated outcome of our Zimmer alliance relationship and is the next exciting step for Implex in applying our technology to the needs of orthopaedic patients," said Alex Khowaylo, Implex President and CEO. "All of us at Implex look forward to playing an expanding role in strengthening Zimmer's joint reconstruction leadership and in expanding the company's spinal franchise."
The acquisition is expected to close in the first quarter of 2004. The boards of directors of both companies have approved the merger, which is subject to the satisfaction of regulatory requirements, including SEC and Hart-Scott-Rodino clearance, approval by Implex's shareholders and other customary closing conditions. Approval by Zimmer shareholders is not required.
About Zimmer Holdings, Inc.
Founded in 1927 and headquartered in Warsaw, Indiana, Zimmer is the worldwide #1 pure-play leader in the design, development, manufacture and marketing of reconstructive orthopaedic, spinal and dental implants, trauma products and related orthopaedic surgical products. The new Zimmer has operations in more than 24 countries around the world and sells products in more than 80 countries. In October, 2003, the company finalized its acquisition of Centerpulse AG, a Switzerland-based orthopaedics company and the leader in the European market. For the year 2002, the pro forma worldwide combined revenues of Zimmer and Centerpulse were approximately $2.2 billion. On a combined basis, Zimmer and Centerpulse are supported by the efforts of nearly 7,000 employees.
About Implex Corp.
Implex Corp., of Allendale, New Jersey is a privately held company founded in 1991 with a focus on bringing a new technology, Hedrocel biomaterial, to address clinical issues. Hedrocel biomaterial is an open cell, tantalum metal structure that approximates the appearance of human cancellous bone. The ability of the biomaterial to be readily formed or machined allows it to be incorporated in a wide variety of implant designs. Because of its highly porous structure and material properties, bone can grow into Hedrocel biomaterial, forming a strong bond and potentially eliminating one of the pathways for particulate wear debris in the joint. Because Hedrocel biomaterial also can be manufactured to closely mimic the flexibility of natural bone, the risk of bone loss that can occur with stiffer implants through a process known as "stress shielding" may be minimized. Implex designs and manufactures reconstructive, spine and sports medicine orthopaedic implants.
11/24/2003
WARSAW, Ind., Nov. 24 -- Zimmer Holdings, Inc. (NYSE: ZMH - News; SWX: ZMH) and Implex Corp., a privately held New Jersey company, announced today that Zimmer has agreed to acquire Implex in a transaction comprised of Zimmer common stock and a customary cash escrow. Under the agreement, Implex will become a wholly owned subsidiary of Zimmer. Each share of Implex stock will be converted into the right to receive Zimmer common stock and cash having a value of approximately $108 million at closing and additional value in the form of Zimmer common stock payments that are contingent on growth of Implex product sales through 2006. The net value transferred at closing in Zimmer common shares will be approximately $89 million, which includes adjustments for debt repayment, Zimmer's existing equity, escrow and other items. This transaction is expected to be dilutive to earnings per share by approximately $0.01 in 2004, excluding one-time integration and inventory step-up costs required under U.S. GAAP.
In 2000, Zimmer entered into an exclusive, worldwide strategic alliance for commercialization of Implex's innovative Hedrocel® biomaterial, which Zimmer has marketed as Trabecular Metal(TM) Technology.
"We call Trabecular Metal 'the best thing next to bone' because we believe it is the most exciting new porous material platform the orthopaedics industry has seen in decades," said Ray Elliott, Zimmer Chairman, President and CEO. "We look forward to applying our extensive development resources to the application of the technology in new areas. We intend to expand the existing Implex line of spinal products that incorporate Trabecular Metal Technology, which have already been implanted in Europe and the United States, into our new Zimmer Spine division. We believe Trabecular Metal has the potential to give us opportunities in the fusion and non-fusion spinal categories that other competitors cannot match."
Zimmer currently markets hip, knee and shoulder replacement implants, and trauma products using the technology. The company recently announced it has seven development projects underway using the material and it expects Trabecular Metal product sales to grow substantially. Made of the highly biocompatible element Tantalum, Trabecular Metal is very similar to natural bone in its porosity, friction, structural strength and bending characteristics, making it an ideal choice for orthopaedic implants. Because it is a free-standing structure rather than a surface coating, it allows for the development of completely porous devices.
"This was the anticipated outcome of our Zimmer alliance relationship and is the next exciting step for Implex in applying our technology to the needs of orthopaedic patients," said Alex Khowaylo, Implex President and CEO. "All of us at Implex look forward to playing an expanding role in strengthening Zimmer's joint reconstruction leadership and in expanding the company's spinal franchise."
The acquisition is expected to close in the first quarter of 2004. The boards of directors of both companies have approved the merger, which is subject to the satisfaction of regulatory requirements, including SEC and Hart-Scott-Rodino clearance, approval by Implex's shareholders and other customary closing conditions. Approval by Zimmer shareholders is not required.
About Zimmer Holdings, Inc.
Founded in 1927 and headquartered in Warsaw, Indiana, Zimmer is the worldwide #1 pure-play leader in the design, development, manufacture and marketing of reconstructive orthopaedic, spinal and dental implants, trauma products and related orthopaedic surgical products. The new Zimmer has operations in more than 24 countries around the world and sells products in more than 80 countries. In October, 2003, the company finalized its acquisition of Centerpulse AG, a Switzerland-based orthopaedics company and the leader in the European market. For the year 2002, the pro forma worldwide combined revenues of Zimmer and Centerpulse were approximately $2.2 billion. On a combined basis, Zimmer and Centerpulse are supported by the efforts of nearly 7,000 employees.
About Implex Corp.
Implex Corp., of Allendale, New Jersey is a privately held company founded in 1991 with a focus on bringing a new technology, Hedrocel biomaterial, to address clinical issues. Hedrocel biomaterial is an open cell, tantalum metal structure that approximates the appearance of human cancellous bone. The ability of the biomaterial to be readily formed or machined allows it to be incorporated in a wide variety of implant designs. Because of its highly porous structure and material properties, bone can grow into Hedrocel biomaterial, forming a strong bond and potentially eliminating one of the pathways for particulate wear debris in the joint. Because Hedrocel biomaterial also can be manufactured to closely mimic the flexibility of natural bone, the risk of bone loss that can occur with stiffer implants through a process known as "stress shielding" may be minimized. Implex designs and manufactures reconstructive, spine and sports medicine orthopaedic implants.