Business Services Industry

Teleflex to Acquire Arrow International in $2.0 Billion Transaction

Business Wire, July 23, 2007

Arrow Shareholders to Receive $45.50 Per Share in Cash

* Redefines Teleflex portfolio with creation of $1.4 Billion Medical Segment

* Establishes Teleflex Medical as a leading global supplier of disposable medical products used in critical care, specialty medical, and surgical applications

* Expands critical care product lines and complements existing respiratory, anesthesia, urology and surgery product lines

* Teleflex to evaluate strategic alternatives for businesses in its Commercial Segment

LIMERICK & READING, Pa. -- Teleflex Incorporated, (NYSE: TFX) a diversified company with an expanding medical technology business and Arrow International, Inc. (NASDAQ: ARRO), a leading global provider of catheter-based access and therapeutic products for critical and cardiac care, announced today that they have entered into a definitive agreement pursuant to which Teleflex will acquire Arrow in an all cash transaction valued at approximately $2 billion.

The merger agreement, which was unanimously approved by both companies' Boards of Directors, provides for a cash payment of $45.50 per share for each outstanding share of Arrow stock, representing a premium of 20 percent over Arrow's closing share price on July 20, 2007.

"With the execution of this merger agreement, Teleflex is redefining its portfolio and its Medical Segment by creating a $1.4 billion medical technology business that will be the largest source of the company's revenues and profitability," said Jeffrey P. Black, Chairman of the Board and Chief Executive Officer of Teleflex. "With the addition of Arrow, we expect that by fiscal 2008 the Medical Segment should achieve annual revenues of approximately $1.5 billion and generate operating margins in the 20 percent range. We expect the transaction to be meaningfully accretive to Teleflex's earnings by 2009."

"We see significant opportunity to continue to increase overall operating margins, reduce cyclicality and position Teleflex for future growth. While we remain committed to diversification, we are continuing to redefine our portfolio to focus on those businesses that best provide future value for our customers and shareholders. To assist us with this effort, we have engaged Goldman, Sachs & Co. to evaluate strategic alternatives for businesses in our Commercial Segment."

R. James Macaleer, non-executive Chairman of the Arrow Board of Directors, said, "This transaction and its value to Arrow shareholders reflect the great confidence Teleflex has in Arrow's products, businesses, and people, and the excellent long-term potential of the combined company. We believe Teleflex is an excellent fit for Arrow and will enhance the company's ability to further support health provider customers around the world."

Commenting on the acquisition, Black added, "The merger of Teleflex and Arrow will establish Teleflex Medical as a leading global medical technology business with a specialization in disposable products for critical care, specialty medicine and surgical applications focused on patient safety, infection control and less invasive access. Arrow will add an established position in catheter-based products for critical and cardiac care with many of the most well-respected brands in the industry, and a history of growth through innovation and global sales channels that complement the Teleflex Medical portfolio of disposable medical devices for respiratory care, anesthesia, urology and surgery."

At the completion of the acquisition, Ernest Waaser, President of Teleflex Medical will become President of the combined medical business. Waaser added, "Combining the talented management teams, distribution networks, strong brands and considerable resources of Teleflex and Arrow will enable us to build and grow our medical business while achieving significant operational efficiencies. Our companies share similar manufacturing technologies and processes and a complementary global footprint. Both organizations focus on critical care applications but there is little overlap in products, affording an opportunity to leverage both customer bases and position us for future growth."

Strategic Fit/Complementary Product Lines

Combining Teleflex and Arrow will enable Teleflex to:

* Create a medical technology company with a leading global position as a provider of disposable medical products used in critical care and surgical applications.

* Accelerate global expansion and new channels for each company's well-known brands, in particular enhancing opportunities for growth in Asia and Eastern Europe utilizing Arrow's established sales network.

* Provide customers with a broader range of medical disposables. Medical disposables and single-use devices will be a source of recurring sales representing in excess of 80 percent of total Teleflex Medical revenue.

* Focus investment in innovative technologies that provide less invasive access during diagnostic and therapeutic procedures to reduce infections and improve patient safety.

* Significantly enhance the company's ability to improve overall operating margins, reduce cyclicality and expand its medical portfolio through expanded offerings to customers, new product development and benefits from economies of scale.

 

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