MURRAY HILL, N.J.--(BUSINESS WIRE)--C. R. Bard, Inc. (NYSE:BCR) announced today that it has entered into a definitive agreement to acquire Kobayashi Pharmaceutical Co., Ltd.’s (Kobayashi) 50% ownership share in Medicon, Inc. (Medicon), the Osaka, Japan-based joint venture that the two companies have operated together since 1972, through a share redemption. The transaction is expected to close in early November 2015, after which Medicon will be a wholly-owned subsidiary of the company. The transaction has been approved by each company’s board of directors and is subject to customary closing conditions.
For over 40 years, Bard and Kobayashi have jointly operated Medicon by leveraging the local expertise of Kobayashi and the product leadership of Bard. In recent years, Medicon has built clinical and regulatory capabilities that have allowed the business to more effectively introduce new products. At the same time, Bard has demonstrated the ability to execute its product leadership strategy with a direct selling model in international markets. Today, the company believes that the future growth opportunities in Japan will come from market segments that are more clinically differentiated, including peripheral vascular and vascular access. Therefore, the company believes that now is the time to take a more direct role with clinicians and patients in Japan.
Timothy M. Ring, chairman and chief executive officer, commented, “As the growth opportunities in Japan evolve, we believe it is time to enhance our presence in the third largest healthcare market in the world. We want to thank our partners at Kobayashi for the more than 40 years of cooperation in building this business together, and we look forward to welcoming the Medicon team as full members of the Bard family.”
The company expects the transaction to add approximately $40 million to 2016 net sales. On an operational basis (excluding the impact of foreign exchange), the company expects the transaction to be neutral to adjusted cash earnings per share both in the fourth quarter of 2015 and the full-year 2016, and to be accretive thereafter. Including the impact of foreign exchange, the company expects the transaction to reduce fourth quarter 2015 and full year 2016 adjusted cash earnings per share by approximately 5 cents and 20 cents, respectively.
As consideration for the transaction, Kobayashi will receive 3 billion yen at closing. Kobayashi will also receive the following additional payments annually on the anniversary date of the transaction: 1.9 billion yen in 2016, 1.5 billion yen in 2017, 1.2 billion yen in 2018, 1 billion yen in 2019, 600 million yen in both 2020 and 2021, 400 million yen in both 2022 and 2023, and 300 million yen in both 2024 and 2025; the total consideration being 11.2 billion yen.
C. R. Bard, Inc. (www.crbard.com), headquartered in Murray Hill, N.J., is a leading multinational developer, manufacturer and marketer of innovative, life-enhancing medical technologies in the fields of vascular, urology, oncology and surgical specialty products.
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are based on management’s current expectations, the accuracy of which is necessarily subject to risks and uncertainties. These statements are not historical in nature and use words such as “anticipate”, “estimate”, “expect”, “project”, “intend”, “forecast”, “plan”, “believe”, and other words of similar meaning in connection with any discussion of future operating or financial performance. Many factors may cause actual results to differ materially from anticipated results including product developments, sales efforts, integration efforts related to this transaction, income tax matters, the outcomes of contingencies such as legal proceedings, and other economic, business, competitive and regulatory factors. The company undertakes no obligation to update its forward-looking statements. Please refer to the Cautionary Statement Regarding Forward-Looking Information in our June 30, 2015 Form 10-Q for more detailed information about these and other factors that may cause actual results to differ materially from those expressed or implied.
