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News Release - June 6, 2017
Novanta to Acquire World of Medicine for €115 Million in CashAcquires global leading supplier of medical insufflators, pumps, and related disposables to Original Equipment Manufacturers in the minimally invasive surgery market
BEDFORD, Mass., June 6, 2017 -- (Healthcare Sales & Marketing Network) -- Novanta Inc. (NASDAQ: NOVT) (the "Company", "we", "our", "Novanta"), a trusted technology partner to medical and advanced technology equipment manufacturers, announced today that it has reached an agreement to acquire privately-held World of Medicine GmbH ("World of Medicine") for €115 million in cash. The transaction is expected to close in the third quarter of 2017.
"Our agreement to acquire World of Medicine represents another milestone in Novanta's strategy to broaden and deepen our medical end market presence," said Matthijs Glastra, Chief Executive Officer of Novanta Inc. "We are excited for the World of Medicine team to join Novanta and believe the combination of our two companies will create substantial and lasting value for our customers, our employees, and our shareholders. We see World of Medicine as a foundation for future growth, and as the cornerstone of our expansion in the minimally invasive surgical market."
World of Medicine, based in Berlin, Germany, is the leading supplier to original equipment manufacturers ("OEM") of regulatory controlled medical insufflators, pumps, and related disposables for the minimally invasive surgical market. World of Medicine, with more than 50 patents, is regarded as one of the pioneers in equipment for minimally invasive medicine for more than forty years. The business operates as a full service OEM provider, which includes developing customized solutions for mission critical applications, clinical validation, regulatory approval support, training, and service.
Both World of Medicine and Novanta provide highly engineered innovative solutions to a broad spectrum of minimally invasive surgery OEM customers. World of Medicine's presence in Germany provides Novanta significant sales, regulatory, R&D and manufacturing capabilities in Europe, an important market for Novanta.
"The World of Medicine team has been tremendously successful in building a growing high quality company, with a strong track record of innovation and technology leadership in the medical market," said Matthijs Glastra. "This combination strengthens both companies and establishes a growing platform with $120 million in sales to the minimally invasive medicine market. Together, we will be able to better serve our customers in endoscopy, robotic surgery and other minimally invasive surgery applications with a broader offering and a global reach. We expect that this platform of diverse and complementary capabilities will open up new commercial opportunities including new future growth product categories over time."
"Joining Novanta is a strong next step in the progression of World of Medicine and we are delighted to join an organization committed to the medical market and to serving OEM customers, of which we have many in common," said Dr. Clemens Scholz, Chief Executive Officer of World of Medicine. "By joining Novanta, we feel more confident in our ability to continue to grow and serve our customers' needs globally and to accelerate our innovation engine to remain the leading full service medical OEM supplier in existing and future business fields."
The total purchase price of €115 million will be financed using the Company's amended & restated credit facility. The transaction, which is expected to be accretive to Novanta's free cash flow and non-GAAP earnings per share, is expected to add approximately €75 million in revenue to Novanta's financial results on a full year pro forma basis. World of Medicine's actual revenue and profit contribution to Novanta's 2017 financial results will depend on the ultimate date of the closing of the transaction, among other factors.
Conference Call Information
The Company will host a conference call on Tuesday, June 6, 2017 at 10:00 a.m. ET to discuss the transaction. Matthijs Glastra, Chief Executive Officer, and Robert Buckley, Chief Financial Officer, will host the conference call.
To access the call, please dial (877) 482-5124 or (734) 385-2496 prior to the scheduled conference call time. The conference ID number is 5086999.
A playback of this conference call will be available beginning 1:00 p.m. ET, Tuesday, June 6, 2017. The playback phone number is (855) 859-2056 or (404) 537-3406 and the code number is 5086999. The playback will remain available until 11:00 p.m. ET, Thursday, July 6, 2017.
A replay of the audio webcast will be available approximately three hours after the conclusion of the call on the Investor Relations section of the Company's website at www.novanta.com.
Safe Harbor and Forward-Looking Information
Certain statements in this release are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and are based on current expectations and assumptions that are subject to risks and uncertainties. These forward-looking statements include, but are not limited to, statements regarding operating or financial results, the success of our internal plans, the expectation that the acquisition of World of Medicine will close in the third quarter of 2017, and the expectations for the acquisition of World of Medicine to contribute to our future revenue, free cash flow and non-GAAP earnings per share. All statements contained in this news release that do not relate to matters of historical fact should be considered forward-looking statements, and are generally identified by words such as "expect," "intend," "anticipate," "estimate," "believe," "future," "could," "should," "plan," "aim," and other similar expressions. Such statements reflect the current beliefs of Company management and are not guarantees of future performance. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those contained in any forward-looking statement. Such risks and uncertainties include our ability to make and integrate our acquisitions and realize expected synergies. We also face other general risks, including our ability to realize cost savings from our operating initiatives; general economic conditions; unfavorable changes in foreign currency exchange rates; difficulties associated with exports; risks associated with our international operations; risks associated with newly acquired businesses; our significant dependence upon our customers' capital expenditures, which are subject to cyclical market fluctuations; increased warranty exposure; future competition; violations of our intellectual property rights and our ability to protect our intellectual property against infringement by third parties; our ability to attract and retain key personnel; disruptions in the supply of certain key materials or components; changes in the price for certain parts and components; changes in interest rates; changes in tax laws; credit ratings; failure to comply with local import and export regulations in the jurisdictions in which we operate; risks and cost associated with potential write-offs of our substantial intangible assets; and risks associated with maintaining regulatory compliance. Other important risk factors that could affect the outcome of the events set forth in these statements and that could affect the Company's operating results and financial condition are discussed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, our subsequent filings with the Securities and Exchange Commission ("SEC"), and in our future filings with the SEC. Such statements are based on the Company's beliefs and assumptions and on information currently available to the Company. The Company disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date of this document, except as required by applicable law.
Novanta is a leading global supplier of core technology solutions that give healthcare and advanced industrial original equipment manufacturers ("OEMs") a competitive advantage. We combine deep proprietary technology expertise and competencies in photonics, vision and precision motion with a proven ability to solve complex technical challenges. This enables Novanta to engineer core components and sub-systems that deliver extreme precision and performance, tailored to our customers' demanding applications. The driving force behind our growth is the team of innovative professionals who share a commitment to innovation and customer success. Novanta's common shares are quoted on NASDAQ under the ticker symbol "NOVT".
More information about Novanta is available on the Company's website at www.novanta.com. For additional information, please contact Novanta Inc. Investor Relations at (781) 266-5137 or InvestorRelations@Novanta.com.
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