Beckman Coulter to Acquire Lab-Based Diagnostics Business From Olympus Corporation
27 February 2009 - 5:34PM
PR Newswire (US)
- Expands Beckman Coulter's Worldwide Position in Clinical
Chemistry ORANGE COUNTY, Calif., Feb. 27 /PRNewswire-FirstCall/ --
Beckman Coulter, Inc. (NYSE:BEC), a leading developer,
manufacturer, and marketer of products that simplify, automate, and
innovate complex biomedical tests, and Olympus Corporation, a
Tokyo-headquartered precision technology leader, creating
innovative opto-digital solutions in healthcare, life science and
consumer electronics products, announced today that they have
entered into a definitive agreement under which Beckman Coulter
will acquire the diagnostic systems portion of Olympus' Life
Sciences business for 77.45 billion yen, or approximately USD $800
million. (Logo:
http://www.newscom.com/cgi-bin/prnh/20031202/BECLOGO) This
acquisition will broaden Beckman Coulter's Chemistry offering,
establishing a leadership position with particular strength in
larger hospital laboratories. In addition, the transaction will
extend our broad chemistry customer base representing a valuable
new customer set for Beckman Coulter's Immunoassay products. In
2010, the Olympus Diagnostics business is anticipated to increase
Beckman Coulter's revenue by approximately $500 million on a full
year basis and generate approximately $40 to $50 million in
operating income (excluding FAS141R associated amortization).
Beckman Coulter believes that 2010 pre-tax savings of between $50
and $60 million can be achieved from the combination of Olympus
operating expenses of about $200 million and Beckman Coulter
operating expenses of more than $1 billion. Savings are expected to
be realized from leveraging existing global infrastructure and
integrating sales, service, administrative and R&D activities.
Excluding amortization costs related to FAS141R, a new standard
guiding accounting for acquired businesses, the company believes
that the acquisition will be substantially accretive to earnings in
2010. As part of the agreement, Beckman Coulter has the right to
deliver up to 37.5% of the purchase price in the form of Beckman
Coulter stock. Correspondingly, Beckman Coulter expects to finance
the acquisition with a combination of newly issued Beckman Coulter
common stock (approximately $300 million) and newly issued debt
(approximately $500 million). Under the intended conservative
financing structure, the company does not anticipate a change in
its current investment grade ratings. Scott Garrett, Beckman
Coulter's Chairman, President and Chief Executive Officer, said,
"This compelling transaction combines the chemistry product lines
of our two companies into a complete chemistry systems offering. It
enhances Beckman Coulter as a leading provider of chemistry
products with additional opportunities to expand our immunoassay
reach into their chemistry installed base. Customers will benefit
from the expanded range of products, particularly those large
hospital and university laboratories where higher throughput
systems are preferred. In addition, Beckman Coulter's strength in
total lab automation will be complemented by Olympus' strong
pre-analytical automation position in Europe and Asia. "We remain
focused on creating shareholder value through growth, quality and
operating excellence. The combination of Beckman Coulter and
Olympus demonstrates our commitment to further expand chemistry and
sustain our above-market growth in immunoassay. A foundation of
stable markets, a defensive business model, well-recognized
competencies in optimizing lab processes and an unyielding
commitment to quality positions us for continued leadership in
biomedical testing," Garrett concluded. This transaction is
expected to close in the third quarter of 2009 and is subject to
customary government approvals, the finalization of certain
ancillary agreements and the disclosure schedules, as well as other
customary conditions. Advisors Morgan Stanley is acting as
financial advisor and Latham & Watkins, LLP is serving as legal
counsel to Beckman Coulter in connection with this transaction.
Investor Webcast Event Beckman Coulter will host a webcast on
Friday, February 27, 2009 at 5:00 AM Pacific time to discuss the
transaction. The audio portion of the event may be accessed by
dialing (877) 516-3365 or (706) 679-3246 and asking for the Beckman
Coulter conference call or reservation #87537521. To participate
via the website and obtain access to the presentation materials,
please go to Beckman Coulter's website at
http://www.beckmancoulter.com/ and select "go to IR" under Investor
Relations and find the call listed under "What's Ahead." The
webcast will be archived for future on-demand replay. About Beckman
Coulter Beckman Coulter, Inc., based in Fullerton, California,
develops, manufactures and markets products that simplify, automate
and innovate complex biomedical tests. More than 200,000 Beckman
Coulter systems operate in laboratories around the world, supplying
critical information for improving patient health and reducing the
cost of care. Recurring revenue, consisting of consumable supplies,
(including reagent test kits), service and operating-type lease
payments, represent about 78% of the company's 2008 revenue of $3.1
billion. For more information, visit
http://www.beckmancoulter.com/. About Olympus Olympus is a
precision technology leader, creating innovative opto-digital
solutions in healthcare, life science and consumer electronics
products. Olympus works collaboratively with its customers and its
affiliates worldwide to leverage R&D investment in precision
technology and manufacturing processes across diverse business
lines. These include: Gastrointestinal endoscopes, accessories, and
minimally invasive surgical products; -- Advanced clinical and
research microscopes; -- Lab automation systems, chemistry-immuno
and blood bank analyzers and reagents; -- Digital cameras and voice
recorders. Olympus serves healthcare and commercial laboratory
markets with integrated product solutions and financial,
educational and consulting services that help customers to
efficiently, reliably and more easily achieve exceptional results.
Olympus develops breakthrough technologies with revolutionary
product design and functionality for the consumer and professional
photography markets, and also is the leader in gastrointestinal
endoscopy and clinical and educational microscopes. The company's
stock is traded on the Tokyo Stock Exchange Section 1 (Ticker:
7733) and the Osaka Securities Exchange Section 1 (Ticker 7733)
also the company's ADR trades on the OTC (Over the counter) market
in USA. (Symbol: OCPNY). In its most recent full year of
operations, which ended March 31, 2008, Olympus had consolidated
revenues of 1,128 billion yen (or approximately $11.6 billion based
on an exchange rate of $1.00 = 97 yen as of February 24, 2009). For
more information, visit http://www.olympus-global.com/. Forward
Looking Statements This press release contains forward-looking
statements, including statements regarding the anticipated closing
of the above described acquisition, the expected effect of the
acquisition on Beckman Coulter's financial results, and its role in
advancing Beckman Coulter's business. These statements are forward
looking statements and are based on current expectations, forecasts
and assumptions. Actual results could differ materially from those
anticipated by these forward-looking statements as a result of a
number of factors, some of which may be beyond Beckman Coulter's
control, including antitrust and other governmental approvals, the
negotiation of certain ancillary agreements, schedules and
transition agreements and certain other customary conditions. Among
other things, these factors include the risk that the acquisition
will not be completed. Other factors include the possibility that
the company will not be able to obtain the leverage across the
companies' installed base that is anticipated, that anticipated
changes to infrastructure will not be realized or will cost more
than anticipated, and that the Company's financial results,
including the number of shares outstanding, being different from
those anticipated when the effects on EPS, operating margins, and
revenue growth were calculated. For a further list and description
of risks and uncertainties associated with Beckman Coulter's
businesses, see reports filed with the Securities and Exchange
Commission, including the "Risk Factors" section in the most recent
annual report on Form 10-K filed with the Securities and Exchange
Commission. Beckman Coulter disclaims any intention or obligation
to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law. This communication shall not constitute any offer
to sell or the solicitation of any offer to sell any securities.
Contacts: Investor Relations Cynthia Skoglund (714) 773-7620 Media
Relations Mary Luthy (714) 773-7964
http://www.newscom.com/cgi-bin/prnh/20031202/BECLOGO
http://photoarchive.ap.org/ DATASOURCE: Beckman Coulter, Inc.
CONTACT: Investor Relations, Cynthia Skoglund, +1-714-773-7620, or
Media Relations, Mary Luthy, +1-714-773-7964, both of Beckman
Coulter, Inc. Web Site: http://www.beckmancoulter.com/
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