Stryker announces definitive agreement to acquire NOVADAQ Technologies Inc.
Kalamazoo, Michigan - June 19, 2017- Stryker Corporation (NYSE:SYK) announced today a definitive agreement to acquire NOVADAQ Technologies Inc. (NASDAQ:NVDQ; TSX:NDQ) for US$11.75 per share, or US$701 million with a net purchase price of US$654 million, reflecting net cash of approximately US$47 million. NOVADAQ is a leading developer of fluorescence imaging technology that provides surgeons with visualization of blood flow in vessels, and related tissue perfusion in cardiac, cardiovascular, gastrointestinal, plastic, microsurgical, and reconstructive procedures. NOVADAQ was founded in 2000 and is headquartered in Mississauga, Canada.
"This acquisition aligns with Stryker's focus on enabling our customers to see and do more by enhancing cross-specialty surgical visualization," stated Timothy J. Scannell, Group President, MedSurg and NeuroTechnology. "NOVADAQ'S unique innovative technology complements Stryker's advanced imaging portfolio and expands our product offerings into open and plastic reconstructive surgery. NOVADAQ'S innovative technology can reduce post-procedure complication rates and the cost of care for a broad variety of surgical treatments."
"This transformative transaction recognizes the exceptional value we have built at NOVADAQ. Moreover, we believe it creates a strong opportunity for NOVADAQ, its customers, partners, shareholders, and employees," said Rick Mangat, President and Chief Executive Officer of NOVADAQ. "I am proud of the impact our SPY and PINPOINT technology has made throughout the world in breast reconstruction and colorectal surgery, as well as other minimally invasive applications, and look forward to the additional progress we can make as part of Stryker's organization."
The transaction is structured as an arrangement under the Canada Business Corporations Act, subject to customary closing conditions, including approval by NOVADAQ'S shareholders and the Ontario Superior Court of Justice, the expiration or termination of the Hart-Scott-Rodino Antitrust Improvements Act waiting period and clearance under the Competition Act (Canada). The transaction is expected to close at the end of the third quarter and is expected to be dilutive to Stryker's 2017 adjusted net earnings per diluted share by $0.03 - $0.05. There is no change to Stryker's 2017 estimated adjusted net earnings per diluted share, which is in the range of $6.35 - $6.45. For 2018, this transaction is expected to be neutral to Stryker's earnings and accretive thereafter.
Covington & Burling LLP and Osler, Hoskin & Harcourt LLP are serving as outside legal counsel for Stryker in connection with this transaction.
This press release contains information that includes or is based on forward-looking statements within the meaning of the federal securities law that are subject to various risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in such statements. Such factors include, but are not limited to: weakening of economic conditions that could adversely affect the level of demand for our products; pricing pressures generally, including cost-containment measures that could adversely affect the price of or demand for our products; changes in foreign exchange markets; legislative and regulatory actions; unanticipated issues arising in connection with clinical studies and otherwise that affect U.S. Food and Drug Administration approval of new products; potential supply disruptions; changes in reimbursement levels from third-party payors; a significant increase in product liability claims; the ultimate total cost with respect to the Rejuvenate and ABG II matter; the impact of investigative and legal proceedings and compliance risks; resolution of tax audits; the impact of the federal legislation to reform the United States healthcare system; changes in financial markets; changes in the competitive environment; our ability to integrate acquisitions, including the acquisition of NOVADAQ; and our ability to realize anticipated cost savings. Additional information concerning these and other factors is contained in our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
Stryker is one of the world's leading medical technology companies and, together with our customers, we are driven to make healthcare better. The Company offers a diverse array of innovative products and services in Orthopaedics, Medical and Surgical, and Neurotechnology and Spine that help improve patient and hospital outcomes. Stryker is active in over 100 countries around the world. Please contact us for more information at www.stryker.com.
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