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Endo Announces Agreement to Acquire American Medical Systems for $2.9 Billion
Date:4/11/2011

of minimally invasive surgical procedures. This anticipated revenue and earnings growth, combined with strong margins and solid free cash flow generation, make AMS a compelling strategic fit for Endo.

Anthony Bihl, President and Chief Executive Officer of AMS, added: "Today's announcement brings together two market leading companies, with complementary strengths and assets. I believe that the two will be a great strategic fit, with AMS building on Endo's existing devices & services segment and allowing our management and employees to accelerate the growth of our business to improve the quality of life for a growing number of men and women."

AMS has an experienced management team, who average between 15 and 20 years in the medical device industry. AMS complements Endo's existing platforms in several areas, with strong manufacturing capabilities to support its existing portfolio and growth profile. Importantly, AMS also has a highly regarded sales force with an excellent reputation in the urology space.

Under the terms of the merger agreement, which has been unanimously approved by the Boards of Directors of both companies, Endo will acquire 100 percent of the shares of AMS for $30 per share or a total cash consideration of $2.9 billion in cash, which includes the assumption and repayment of $312 million of AMS debt. Endo has fully committed financing in place to complete the transaction.

Financial Benefits

Endo expects the transaction to be immediately accretive in 2011 on an adjusted diluted EPS basis. Endo expects that the combination will be immediately accretive to adjusted diluted earnings per share upon close and accretive by $0.60 in 2012, growing to approximately $0.80 in 2013. Endo also expects to achieve at least $50 million in cost synergies by 2013. These synergies are expected to come from duplicative SG&A expenditures, manufacturing efficiencies, and procurement savings. On a reported or GAAP basis,
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SOURCE Endo Pharmaceuticals; American Medical Systems
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