- Expands Beckman Coulter's Worldwide Position in Clinical Chemistry
- Complementary Market Positions and Product Portfolios in Chemistry and Automation Broaden Global Opportunity, Increase Customer Choice
- Penetration of Beckman Coulter's Immunoassay Products into Olympus' Installed Chemistry Base Supports Continued Above-Market Growth
- Transaction Expected to be Accretive to Non-GAAP Earnings Per Share in 2010
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.
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.
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 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 www.beckmancoulter.com.
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 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
|SOURCE Beckman Coulter, Inc.|
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