WARSAW, Ind., Feb. 9 /PRNewswire-FirstCall/ -- Zimmer Holdings, Inc. and Endius, Inc., a privately held Massachusetts company, announced today that Zimmer has agreed to acquire Endius in a cash transaction. Under the agreement, Endius will become a wholly owned subsidiary of Zimmer. Zimmer says it expects the transaction to be approximately $0.02 dilutive in 2007 and accretive thereafter.
"We have indicated since 2003 that one of our top priorities is to invest in growing our spinal business," said Ray Elliott, Zimmer Chairman, President and CEO. "The Endius acquisition is an important element in our overall plan to acquire promising minimally invasive and posterior-based technologies that can be leveraged for future growth and provide direct support for the Dynesys(R) Dynamic Stabilization System and other internal developments."
Founded in 1997, Endius is a pioneer in the development of breakthrough minimally invasive spine surgery products, implants and techniques to treat spine disease. Key Endius products include the Atavi(R) Atraumatic Spine Surgery System, TiTLE(R) 2 Pedicle Screw System, and the Minit(TM) Upper Thoracic Fixation and Posterior Cervical System. The Atavi products, including the FlexPosure(R) Retractor, which is specifically designed for lumbar applications, and the recently released NexPosure(TM) MIS Access, which is designed for use in the posterior cervical spine, provide surgeons with a single, integrated minimally invasive system that enables them to perform a full range of spine fusion procedures-through one access portal-without changing the traditional open surgical technique. The Atavi system, which combines unique access technology and sophisticated visualization and instrumentation capabilities, requires one small incision on each side of the spine during the entire procedure. The Minit system is the first posterior cervical and upper thoracic fixation system designed for both open and minimally invasive surgery.
Another key product line, according to Zimmer, is the NorthStar(TM) Cannulated Screw Delivery System. The NorthStar implant and instrument pedicle screw system can be used for all open and minimally invasive lumbar rod fixation procedures. Key features include a frictional head to facilitate a minimally invasive application, a 60-degree angulation, wide screw size selection, and the Marksman(TM) CounterTorque Guide instrument. The TiTLE 2 and NorthStar systems were developed for both minimally invasive and open procedures including single and multi-level fixation, compression, distraction, and reduction of spondylolisthesis.
Zimmer said it intends to maintain Endius' current operations in Plainville, Massachusetts, while it works to integrate the company into its existing Zimmer Spine business unit. Endius has about 43 employees, with most involved in product development, marketing, operations and customer service. Zimmer Spine is headquartered in the Minneapolis area. "We have great respect for the skills and expertise that Endius employees bring to our company and to our development efforts in the spinal market-we look forward to welcoming them into the Zimmer family," said Elliott.
The acquisition is expected to close in the second quarter of 2007. The boards of directors of both companies have approved the merger, which is subject to Hart-Scott-Rodino clearance, the approval by Endius' shareholders and other customary closing conditions. Approval by Zimmer shareholders is not required.
About the Company
Founded in 1927 and headquartered in Warsaw, Indiana, Zimmer is the worldwide #1 pure-play orthopaedic leader in designing, developing, manufacturing and marketing reconstructive and spinal implants, trauma and related orthopaedic surgical products. Zimmer has operations in more than 24 countries around the world and sells products in more than 100 countries. Zimmer's 2006 sales were approximately $3.5 billion. The Company is supported by the efforts of nearly 7,000 employees worldwide.
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This press release contains forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 based on current expectations, estimates, forecasts and projections about the orthopaedics industry, management's beliefs and assumptions made by management. Forward-looking statements may be identified by the use of forward-looking terms such as "may," "will," "expects," "believes," "anticipates," "plans," "estimates," "projects," "assumes," "guides," "targets," "forecasts," and "seeks" or the negative of such terms or other variations on such terms or comparable terminology. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially. These risks and uncertainties include, but are not limited to, our ability to successfully integrate acquired businesses, the outcome of the Department of Justice investigations announced in March 2005 and June 2006, price and product competition, rapid technological development, demographic changes, dependence on new product development, the mix of our products and services, supply and prices of raw materials and products, customer demand for our products and services, control of costs and expenses, our ability to conduct a successful search for a new chief executive officer and the ability of the new chief executive officer to gain proficiency in leading our company, our ability to form and implement alliances, international growth, governmental laws and regulations affecting our U.S. and international businesses, including tax obligations and risks, product liability and intellectual property litigation losses, reimbursement levels from third-party payors, general industry and market conditions and growth rates and general domestic and international economic conditions including interest rate and currency exchange rate fluctuations. For a further list and description of such risks and uncertainties, see our periodic reports filed with the U.S. Securities and Exchange Commission. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be set forth in our periodic reports. Readers of this document are cautioned not to place undue reliance on these forward-looking statements, since, while we believe the assumptions on which the forward-looking statements are based are reasonable, there can be no assurance that these forward-looking statements will prove to be accurate. This cautionary statement is applicable to all forward-looking statements contained in this document.
