Merit Medical Completes Acquisition of Lead Management Portfolio from Cook Medical
01 Novembre 2024 - 2:15PM
Merit Medical Systems, Inc. (NASDAQ: MMSI), a global leader in
healthcare technology, today reported that it has completed the
acquisition of Cook Medical’s lead management portfolio. The
purchase consideration consisted of a cash payment of approximately
$210 million and the assumption of certain liabilities. Merit
funded the acquisition payment through a combination of cash on
hand and borrowings under its long-term credit facility.
“We are pleased to announce the completion of this
important acquisition,” said Fred P. Lampropoulos, Merit’s Chairman
and Chief Executive Officer. “We are excited to welcome the
talented team from Cook Medical’s lead management business. We
believe this acquisition will strengthen our fast-growing,
high-margin electrophysiology and CRM business, as well as enhance
our position in the global cardiac intervention market.”
Cook Medical’s lead management business provides a
comprehensive end-to-end product portfolio of medical devices and
accessories used in lead management procedures for patients who
need a pacemaker or an implantable cardioverter-defibrillator lead
removed or replaced. In addition to the lead management portfolio
acquired from Cook Medical, Merit’s electrophysiology and CRM
portfolio includes steerable and other specialty technologies that
help electrophysiologists access the heart to diagnose and deliver
devices to treat cardiac rhythm disorders.
The anticipated impact of Merit’s acquisition of
Cook Medical’s lead management portfolio on Merit’s operating and
financial performance for 2024 and thereafter was disclosed in
Merit’s October 30, 2024, earnings press release. A copy of that
release is available on the Investors page on merit.com.
Wells Fargo acted as financial advisor to Merit,
and Bank of America Securities acted as financial advisor to Cook
Medical. Parr Brown Gee & Loveless served as legal advisor to
Merit. Ice Miller served as legal advisor to Cook Medical.
ABOUT MERIT MEDICAL
Founded in 1987, Merit Medical Systems, Inc. is
engaged in the development, manufacture, and distribution of
proprietary medical devices used in interventional, diagnostic, and
therapeutic procedures, particularly in cardiology, radiology,
oncology, critical care, and endoscopy. Merit serves customers
worldwide with a domestic and international sales force and
clinical support team totaling more than 700 individuals. Merit
employs approximately 7,200 people worldwide.
ABOUT COOK MEDICAL
Since 1963, Cook Medical has worked closely with
physicians to develop technologies that eliminate the need for open
surgery. Today we invent, manufacture and deliver a unique
portfolio of medical devices to the healthcare systems of the
world. Serving patients is a privilege, and we demand the highest
standards of quality, ethics and service. We have remained family
owned so that we have the freedom to focus on what we care about:
patients, our employees and our communities.
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
Statements contained in this release which are not
purely historical are forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.
These statements are based on the current expectations of Merit’s
management and are subject to risks and uncertainties such as those
described in Merit’s Annual Report on Form 10-K for the year ended
December 31, 2023 (the “2023 Annual Report”) and other filings with
the SEC. Such risks and uncertainties include inherent
risks and uncertainties associated with Merit’s acquisition of Cook
Medical’s lead management portfolio, Merit’s integration of the
assets and operations acquired from Cook Medical and its ability to
achieve projected financial results, product development and other
anticipated benefits of the acquisition; uncertainties as to
whether Merit will achieve sales, gross and operating margin, net
income and earnings per share performance consistent with its
forecasts projected for the acquisition; disruptions in Merit’s
supply chain, manufacturing or sterilization processes; reduced
availability of, and price increases associated with, commodity
components and other raw materials; adverse changes in freight,
shipping and transportation expenses; negative changes in economic
and industry conditions in the United States or other countries,
including inflation; risks relating to Merit’s potential inability
to successfully manage growth through acquisitions generally,
including the inability to effectively integrate acquired
operations or products or commercialize technology developed
internally or acquired through completed, proposed or future
transactions; risks associated with Merit’s ongoing or prospective
manufacturing transfers and facility consolidations; fluctuations
in interest or foreign currency exchange rates; risks and
uncertainties associated with Merit’s information technology
systems, including the potential for breaches of security and
evolving regulations regarding privacy and data protection;
governmental scrutiny and regulation of the medical device
industry, including governmental inquiries, investigations and
proceedings involving Merit; consequences associated with a
Corporate Integrity Agreement executed between Merit and the U.S.
Office of Inspector General – Department of Health and Human
Services; difficulties, delays and expenditures relating to
development, testing and regulatory approval or clearance of
Merit’s products, including the pursuit of approvals under the
European Union Medical Device Regulation, and risks that such
products may not be developed successfully or approved for
commercial use; litigation and other judicial proceedings affecting
Merit; the potential of fines, penalties or other adverse
consequences if Merit’s employees or agents violate the U.S.
Foreign Corrupt Practices Act or other laws or regulations;
restrictions on Merit’s liquidity or business operations resulting
from its debt agreements; infringement of Merit’s technology or the
assertion that Merit’s technology infringes the rights of other
parties; product recalls and product liability claims; changes in
customer purchasing patterns or the mix of products Merit sells;
laws and regulations targeting fraud and abuse in the healthcare
industry; potential for significant adverse changes in governing
regulations, including reforms to the procedures for approval or
clearance of Merit’s products by the U.S. Food & Drug
Administration or comparable regulatory authorities in other
jurisdictions; changes in tax laws and regulations in the United
States or other jurisdictions; termination of relationships with
Merit’s suppliers, or failure of such suppliers to perform;
development of new products and technology that could render
Merit’s existing or future products obsolete; market acceptance of
new products; dependance on distributors to commercialize Merit’s
products in various jurisdictions outside the United States;
volatility in the market price of Merit’s common stock;
modification or limitation of governmental or private insurance
reimbursement policies; changes in healthcare policies or markets
related to healthcare reform initiatives; failure to comply with
applicable environmental laws; changes in key personnel; work
stoppage or transportation risks; failure to introduce products in
a timely fashion; price and product competition; fluctuations in
and obsolescence of inventory; and other factors referenced in the
2023 Annual Report and other materials filed with the SEC.
All subsequent forward-looking statements
attributable to Merit or persons acting on its behalf are expressly
qualified in their entirety by these cautionary statements. Actual
results will likely differ, and may differ materially, from
anticipated results. Financial estimates are subject to change and
are not intended to be relied upon as predictions of future
operating results. Those estimates and all other forward-looking
statements included in this release are made only as of the date of
this release, and except as otherwise required by applicable law,
Merit assumes no obligation to update or disclose revisions to
estimates and all other forward-looking statements.
TRADEMARKS
Unless noted otherwise, trademarks and registered
trademarks used in this release are the property of Merit Medical
Systems, Inc., its subsidiaries, or its licensors. Cook Medical is
a trademark of Cook Medical LLC.
CONTACTS
PR/Media Inquiries Sarah Comstock Merit Medical
+1-801-432-2864 | sarah.comstock@merit.com
Investor InquiriesMike Piccinino, CFA, IRC
Westwicke - ICR +1-443-213-0509 | mike.piccinino@westwicke.com
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