MARLBOROUGH, Mass.,
Nov. 22, 2016 /PRNewswire/
-- Boston Scientific Corporation (NYSE: BSX) today announced
the close of its acquisition of EndoChoice Holdings, Inc. (NYSE:
GI). With the completion of the acquisition, EndoChoice will
become part of the Boston Scientific Endoscopy business.
EndoChoice is an Alpharetta,
Georgia based company focused on the development and
commercialization of infection control products, pathology services
and single-use devices for specialists treating a wide range of
gastrointestinal (GI) conditions.
The two organizations announced a definitive agreement on
September 27, 2016 for Boston
Scientific to acquire the EndoChoice business at a cash price of
$8.00 per share for an approximate
total of $210 million.
"We are excited to provide physicians more comprehensive
solutions to help assess, diagnose and treat patients with GI
conditions," said Art Butcher,
senior vice president and president, Endoscopy, Boston
Scientific. "Boston Scientific is a leader in the field of
endoscopy and we are committed to providing innovative products and
services to meet the changing and growing needs within the
field."
The expanded portfolio will deliver a comprehensive array of GI
services and devices for physicians in group practice settings as
well as hospitals and ambulatory surgery centers. The
combined business will reach growing areas within the GI continuum
of care, including infection control and pathology lab
services. Boston Scientific continues to evaluate strategic
options for the Full Spectrum Endoscopy (FUSE®) colonoscope, and
anticipates providing an update on its plans for the platform by
the end of the year.
The acquisition is expected to be breakeven to Boston Scientific
adjusted earnings per share in 2017, and accretive thereafter. The
transaction is expected to be less accretive (or dilutive, as the
case may be) on a GAAP basis, due to amortization expense and
transaction and integration costs. EndoChoice generated
approximately $75 million of total sales in the
twelve-month period ended September 30,
2016.
About Boston Scientific
Boston Scientific transforms
lives through innovative medical solutions that improve the health
of patients around the world. As a global medical technology leader
for more than 35 years, we advance science for life by providing a
broad range of high performance solutions that address unmet
patient needs and reduce the cost of healthcare. For more
information, visit www.bostonscientific.com and connect on Twitter
and Facebook. For more information on the Boston Scientific
endoscopy business visit
http://www.bostonscientific.com/en-US/medical-specialties/gastroenterology.html.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements may be identified by words like
"anticipate," "expect," "project," "believe," "plan," "estimate,"
"intend" and similar words. These forward-looking statements are
based on our beliefs, assumptions and estimates using information
available to us at the time and are not intended to be guarantees
of future events or performance. These forward-looking statements
include, among other things, statements regarding our adjusted
earnings per share, our product launches and product performance
and impact. If our underlying assumptions turn out to be incorrect,
or if certain risks or uncertainties materialize, actual results
could vary materially from the expectations and projections
expressed or implied by our forward-looking statements. These
factors, in some cases, have affected and in the future (together
with other factors) could affect our ability to implement our
business strategy and may cause actual results to differ materially
from those contemplated by the statements expressed in this press
release. As a result, readers are cautioned not to place undue
reliance on any of our forward-looking statements.
Factors that may cause such differences include, among other
things: future economic, competitive, reimbursement and regulatory
conditions; new product introductions; demographic trends; the
closing and integration of acquisitions; intellectual property;
litigation; financial market conditions; and future business
decisions made by us and our competitors. All of these factors are
difficult or impossible to predict accurately and many of them are
beyond our control. For a further list and description of these and
other important risks and uncertainties that may affect our future
operations, see Part I, Item 1A – Risk Factors in our most
recent Annual Report on Form 10-K filed with the Securities and
Exchange Commission, which we may update in Part II, Item 1A –
Risk Factors in Quarterly Reports on Form 10-Q we have filed
or will file hereafter. We disclaim any intention or obligation to
publicly update or revise any forward-looking statements to reflect
any change in our expectations or in events, conditions or
circumstances on which those expectations may be based, or that may
affect the likelihood that actual results will differ from those
contained in the forward-looking statements. This cautionary
statement is applicable to all forward-looking statements contained
in this document.
Use of Non-GAAP Financial Measures
To supplement our consolidated financial statements presented on a
GAAP basis, we disclose certain non-GAAP financial measures
including adjusted earnings per share. Adjusted earnings per share
excludes goodwill and intangible asset impairment charges;
acquisition-, divestiture-, litigation- and restructuring-related
charges and credits; certain discrete tax items and amortization
expense. Non-GAAP measures such as adjusted earnings per share are
not in accordance with generally accepted accounting principles in
the United States. The GAAP
financial measure most directly comparable to adjusted earnings per
share is GAAP earnings per share. The difference between our
estimated impact of the acquisition on our GAAP and adjusted
earnings per share relates to amortization expense on acquired
intangible assets and acquisition-related net charges, which
primarily include exit costs and other fees. These amounts are
excluded by the Company for purposes of measuring adjusted earnings
per share.
Management uses adjusted earnings per share along with other
supplemental non-GAAP measures to evaluate performance period over
period, to analyze the underlying trends in our business, to assess
its performance relative to its competitors, and to establish
operational goals and forecasts that are used in allocating
resources. Non-GAAP financial measures, including adjusted earnings
per share, should not be considered in isolation from or as a
replacement for GAAP financial measures. We believe that presenting
non-GAAP financial measures in addition to GAAP financial measures
provides investors greater transparency to the information used by
our management for its financial and operational decision-making
and allows investors to see our results "through the eyes" of
management. We further believe that providing this information
better enables our investors to understand our operating
performance and to evaluate the methodology used by management to
evaluate and measure such performance.
CONTACTS
Catherine
Brady
508-683-4797
Media
Relations
Boston Scientific
Corporation
Catherine.Brady@bsci.com
Rosie Ireland
+44 (0)7585 403359
Media Relations – Europe
Boston Scientific Corporation
Rosie.Ireland@bsci.com
Susie Lisa, CFA
508-683-5565 (office)
Investor Relations
Boston Scientific Corporation
investor_relations@bsci.com
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SOURCE Boston Scientific Corporation