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July 21, 2004 Stryker Announces Acquisition of SpineCore, Inc. KALAMAZOO, Mich., July 21 /PRNewswire-FirstCall/ -- Stryker Corporation (NYSE: SYK) announced today that it has entered into a definitive agreement to acquire, by merger, all of the outstanding stock of SpineCore, Inc., a privately-owned developer of artificial lumbar and cervical discs located in Summit, New Jersey. Terms of the transaction include an upfront payment of $120 million in cash. Stryker has also agreed to make milestone and royalty payments of up to an additional $240 million upon the achievement of commercialization of SpineCore's products in the United States. SpineCore was founded in 2001 by Thomas Errico, M.D. and J.P. Errico. SpineCore's shareholders include Warburg Pincus and The Vertical Group. SpineCore has developed artificial disc technology embodied in its FlexiCore(R) lumbar artificial disc and its CerviCore(TM) cervical artificial disc. The FlexiCore(R) disc is currently involved in a U.S. clinical study under an approved investigational device exemption (IDE) granted by the Food and Drug Administration (FDA). After completion of enrollment in the clinical study, a two-year patient follow-up is planned prior to submission of a Pre- Market Approval (PMA) application to the FDA. Submission of a PMA application for the FlexiCore(R) disc is currently estimated to occur in 2007. The Company expects to submit an IDE application to the FDA for the CerviCore(TM) cervical disc before year end and begin a clinical study in 2005 which would lead to submission of a PMA application in 2008. Stephen P. MacMillan,
President and Chief Operating Officer of Stryker, stated: "We
are excited about enhancing our growing presence in the spine market
through
the acquisition of SpineCore. This is a further indication of our
commitment to this important growth area in orthopaedics. We believe
SpineCore's
products represent the first of a next generation of artificial
discs. These products, with patented features, embody the latest
design advances
so as to better restore natural range of motion and allow for simpler,
safer insertion. We are particularly pleased to extend our relationship
with Thomas Errico, M.D., a gifted product designer and leading
spine
surgeon." Thomas J. Errico,
M.D., a founder and a director of SpineCore, stated: "The
SpineCore team is delighted to join forces with Stryker in our
effort to bring our
motion preservation technology to market. We believe strongly in
the future role of motion preservation products in spine. We think
the combination
of our technology and Stryker's experience and resources will allow
the SpineCore products to achieve their full potential." SpineCore's employees
will become employees of the Stryker Spine division. The acquisition will
be financed with existing credit facilities and is expected to be completed
within 30 days, subject to clearance under the Hart- Scott-Rodino Antitrust
Improvements Act. Upon closing, the
transaction will result in an estimated after-tax charge of $120 million
or $.29 per fully diluted share, reflecting the write-off of in-process
research and development costs. Goldman, Sachs & Co. served as financial advisor
to Stryker in this transaction. Stryker Corporation
is a leader in the worldwide orthopaedic market and is one of the world's
largest medical device companies. Stryker delivers results through a wide
range of capabilities including joint replacements, trauma, spine and
micro implant systems, orthobiologics, powered surgical instruments, surgical
navigation systems and endoscopic products as well as patient handling
and emergency medical equipment. Stryker also provides outpatient physical
therapy services in the United States. The information contained
in this press release may contain information that includes or is based
on forward-looking statements within the meaning of the federal securities
laws that are subject to risks and uncertainties. Factors that could cause
Stryker's actual results to differ from its expectations include, but
are not limited to, unanticipated issues arising in connection with the
clinical studies and eventual FDA approval of SpineCore's products, higher
than anticipated costs to commercialize those products, competitive factors
and the additional cautionary factors discussed in the Company's filings
with the Securities and Exchange Commission. SOURCE Stryker Corporation |
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