Getinge Group: Getinge Intends to Acquire Hemodynamic Monitoring Leader Pulsion Medical Systems

  Getinge Group: Getinge Intends to Acquire Hemodynamic Monitoring Leader
  Pulsion Medical Systems

Business Wire

GETINGE, Sweden -- December 4, 2013

Regulatory News:

Getinge (STO:GETIB) intends to issue a public tender offer to acquire all
shares in Pulsion Medical Systems SE (“Pulsion”), listed on the German Stock
Exchange (Deutsche Börse). Getinge plans to offer the shareholders in Pulsion
to tender their shares for an offer price of 16.90 € per share in cash. The
offer will be made by a fully-owned German Getinge subsidiary in accordance
with the German Securities and Takeover Act. The offer will be subject to the
terms and conditions to be set forth in the offer document.

About Pulsion

Pulsion is a leading provider of specialty monitoring solutions for critically
ill patients. The company is particularly strong in cardiac output measurement
through its renowned PiCCO brand. The cardiac output monitoring solutions
consist of a proprietary monitor and proprietary single use catheters.
Pulsion’s hemodynamic monitoring can be integrated with most major
multi-parameter monitoring solutions. Cardiac output monitoring accounts for
83% of the company’s sales, of which 77% relates to disposables. Pulsion also
provides contrast agents and devices used to enhance visualization in
conjunction with surgical and diagnostics procedures. Pulsion had revenues of
EUR 34.6 million in 2012, with approximately 130 employees globally and sales
subsidiaries in the US, Germany, Austria, Switzerland, UK, Benelux, France,
Poland, Spain, Turkey, Mexico and Australia. In 2012, Europe accounted for 82%
of the Pulsion business.

Strategic rationale

Today, Getinge is a major player in the critical care arena through its
ventilation and anesthesia franchise with a strong and proprietary global
sales network. Through the acquisition, Pulsion, which is predominantly strong
in Europe, will gain access to a significantly larger sales footprint.
Pulsion’s existing sales force has vast expertise in commercializing advanced
monitoring solutions and related catheters. It will also be an important
reinforcement in the commercial roll out of Getinge’s recently introduced
solution for continuous glucose and lactate monitoring, Eirus. Getinge
believes there are significant market opportunities in developing a broader
portfolio of advanced monitoring solutions with unique, recurring revenue
streams.

Financials

Getinge intends to acquire all shares in Pulsion for €16.90 per share in cash,
representing an aggregated equity value of € 139.3 million. Considering the
Pulsion’s net cash position the total enterprise value is estimated to be €
137.5 million, implying an EV/EBITDA multiple of 10.7 based on 2013
projections. The offer price represents a premium of 22.1% to Pulsion’s volume
weighted average price for the three-month period ended December 3, 2013. The
completion of the acquisition will presumably be conditional on a certain
percentage of shareholders tendering their shares in Pulsion to Getinge and
that necessary approvals are obtained from the competition authorities.
Getinge expects the transaction to be completed in the first quarter of 2014.
The acquisition is expected to contribute to Getinge’s profit per share in
2014, including restructuring costs, goodwill amortization and financing
costs. The transaction will be financed through a new credit facility.

Conference call

This announcement will be followed by a conference call at 11.00 CET, hosted
by Johan Malmquist, CEO, Getinge Group, and Ulf Grunander, CFO, Getinge Group.

To participate in the conference call, please dial:

Sweden: +46 (0)8 5065 3937

UK: +44 (0)20 3364 5381

US: +1718354 1158

Participant passcode: 6262279

Agenda:

10.45 Dial-in to the conference

11.00 Presentation

11.15 Q&A

12.00 Closing of conference

To access the presentation during the conference call, please use the below
link:
http://www.livemeeting.com/cc/premconfeurope/join?id=6262279&role=attend&pw=pw8838

Alternatively enter the Live Meeting site and log into your meeting using the
Meeting ID and Password: https://www.livemeeting.com/cc/premconfeurope/

Your Name: (Enter your name)

Meeting ID: 6262279

Meeting Password: pw8838

A recorded version of the conference will be accessible for five working days
at the following number:

Sweden: +46 (0)8 5051 3897

UK: +44 (0)20 3427 0598

US: +1347366 9565

Passcode: 6262279

GETINGE GROUP is a leading global provider of products and systems that
contribute to quality enhancement and cost efficiency within healthcare and
life sciences. We operate under the three brands of ArjoHuntleigh, GETINGE and
MAQUET. ArjoHuntleigh focuses on patient mobility and wound management
solutions. GETINGE provides solutions for infection control within healthcare
and contamination prevention within life sciences. MAQUET specializes in
solutions, therapies and products for surgical interventions, interventional
cardiology and intensive care.

The information is such that Getinge AB must disclose in accordance with the
Swedish Securities Market Act and/or the Financial Instruments Trading Act.

Disclaimer

The offer will be subject to the terms and conditions to be set forth in the
offer document (“Offer Document”). The Offer Document will only be published
once it has been approved by the German Federal Financial Supervisory
Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”). The
Offer Document and all other public information will be published in the
internet under www.maquet.com/pulsion-angebot

This announcement is for information purposes only. It does not constitute an
offer to purchase, or an invitation to make an offer to sell shares in
Pulsion. Any offer to purchase shares in Pulsion will be solely made in terms
of the Offer Document. The terms and conditions contained in the Offer
Document may differ from the general information described in this
announcement.

Shareholders of Pulsion are strongly advised to carefully read the Offer
Document once published, as well as any related documents, since all of the a
foregoing will contain important information. They are furthermore advised to
seek independent advice, in order to reach an informed decision in respect of
the content of the Offer Document and with regard to the corresponding public
offer.

The offer will be issued exclusively under the laws of the Federal Republic of
Germany, in particular, in accordance with the German Securities and Takeover
Act (“WpÜG”), and the Regulation on the Content of Offer Documents,
Consideration for Takeover Offers and Mandatory Offers and the Release from
the Obligation to Publish and Issue an Offer (WpÜG Offer Regulation).

The offer will not be implemented and executed in accordance with the laws of
jurisdictions other than the Federal Republic of Germany. No Pulsion
shareholders have recourse to investor protection laws/provisions in any
jurisdiction other than the Federal Republic of Germany.

Getinge has not approved the publication, sending, distribution, or
dissemination by third parties of this announcement or any other document
associated with the offer outside the Federal Republic of Germany, as the
release, publication or distribution of this announcement in certain
jurisdictions other than the Federal Republic of Germany may be restricted by
law. Persons who are not resident in the Federal Republic of Germany or who
are subject to the laws of other jurisdictions should inform themselves of,
and observe, any corresponding applicable requirements.

Neither Getinge nor persons acting in concert with Getinge within the meaning
of section 2 para. 5 of WpÜG are in any way responsible for the compliance
with the laws of any jurisdiction other than those of the Federal Republic of
Germany, of the publication, sending, distribution, or dissemination by a
third party of the offer or any other document associated with the offer.

This information was brought to you by Cision http://news.cision.com

Contact:

For further information, please contact:
Getinge Group
Johan Malmquist, CEO
Telephone: +46 10335 00 00
E-mail: johan.malmquist@getinge.com
or
Ulf Grunander, CFO
Telephone: +46 10335 55 80
Email: ulf.grunander@getinge.com
 
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