Press release from Business Wire
Covidien Announces Definitive Agreement to Acquire Oridion Systems Ltd.
Thursday, April 05, 2012
Covidien Announces Definitive Agreement to Acquire Oridion Systems Ltd.01:00 EDT Thursday, April 05, 2012 DUBLIN (Business Wire) -- Covidien (NYSE: COV), a leading global provider of healthcare products and recognized innovator in patient monitoring and respiratory care devices, today announced a definitive agreement to acquire Oridion Systems Ltd. Oridion Systems (SIX Swiss Exchange: ORIDN), based in Jerusalem, Israel, had 2011 sales of $64 million. The Boards of Directors of both companies have unanimously approved the transaction, pursuant to which a wholly owned subsidiary of Covidien will pay $23.00 in cash per Oridion share for a total of approximately $300 million, net of cash acquired. The transaction, structured as a merger, will be subject to the approval of Oridion's shareholders, customary closing conditions and receipt of certain regulatory approvals. The companies expect to complete the merger in the second calendar quarter of 2012. Oridion develops Microstream® capnography monitors and modules, in conjunction with specialized algorithms, as well as etCO2 breath sampling lines. Together, these products monitor adequacy of ventilation and provide an early indication of airway compromise to make patient care safer and easier. “The acquisition of Oridion Systems adds a key monitoring technology to the Covidien portfolio,” said Robert J. White, President, Respiratory & Monitoring Systems, Covidien. “Oridion's products and etCO2 technology are excellent complements to the Company's current portfolio of pulse oximeters and monitoring products, enabling us to offer a complete portfolio of solutions to monitor respiratory function for patients around the world.” Assuming a closing in the second calendar quarter of 2012, Covidien does not expect this transaction to have a material impact on its fiscal 2012 sales, operating margin or earnings per share. Once the transaction has been completed, Covidien will report the Oridion Systems business as part of its Oximetry & Monitoring product line in the Medical Devices segment. Supporting materials are now available on the Investor Relations section of Covidien's website: http://investor.covidien.com. ABOUT COVIDIEN Covidien is a leading global healthcare products company that creates innovative medical solutions for better patient outcomes and delivers value through clinical leadership and excellence. Covidien manufactures, distributes and services a diverse range of industry-leading product lines in three segments: Medical Devices, Pharmaceuticals and Medical Supplies. With 2011 revenue of $11.6 billion, Covidien has 41,000 employees worldwide in more than 65 countries, and its products are sold in over 140 countries. Please visit www.covidien.com to learn more about our business. FORWARD-LOOKING STATEMENTSThis release contains forward-looking information about Covidien's proposed acquisition of Oridion Systems Ltd., the timing of the anticipated transaction, the potential benefits of the anticipated transaction, Oridion's products and product candidates and the potential benefits of such products and product candidates, and expected dilutive effect. Any forward-looking statements contained herein are based on Covidien's and Oridion's management's current beliefs and expectations, but are subject to a number of risks, uncertainties and changes in circumstances, which may cause actual results or actions to differ materially from what is expressed or implied by these statements. The factors that could cause actual future results to differ materially from current expectations include, but are not limited to, the satisfaction of conditions to closing the agreement; the ability to successfully integrate Oridion's operations and programs with Covidien's and the time and resources required to do so, the uncertainties inherent in commercial, research and development activities, decisions by regulatory authorities regarding whether and when to approve any applications for such product candidates and other matters that could affect the availability or commercial potential of such product candidates; and competitive developments. These and other factors are identified and described in more detail in Covidien's filings with the SEC. We caution investors not to place undue reliance on the forward-looking statements contained in this press release.We disclaim any obligation to update these forward-looking statements other than as required by law. CovidienEric Kraus, 508-261-8305Senior Vice PresidentCorporate Communicationseric.firstname.lastname@example.orgColeman Lannum, CFA, 508-452-4343Vice PresidentInvestor Relationscole.email@example.comBruce Farmer, 508-452-4372Vice PresidentPublic Relationsbruce.firstname.lastname@example.orgTodd Carpenter, 508-452-4363DirectorInvestor Relationstodd.email@example.com