Healthcare Industry News: Procter & Gamble
News Release - December 27, 2006
Inverness Medical Innovations and Procter & Gamble Sign Definitive Agreement to Form Consumer Diagnostics Joint VentureWALTHAM, Mass. and CINCINNATI, Dec. 27 (HSMN NewsFeed) -- Inverness Medical Innovations, Inc. (Amex: IMA ) and The Procter & Gamble Company (NYSE: PG ) announced today that they have signed a definitive agreement to form a 50/50 joint venture for the development, manufacturing, marketing and sale of existing and to-be-developed consumer diagnostic products outside of the fields of cardiology and diabetes. With this agreement, Inverness will be contributing its related consumer diagnostic assets, other than manufacturing and core intellectual property assets, to a new joint venture entity, and P&G will be acquiring its interest in the joint venture in consideration for a cash payment of $325 Million US. Inverness' primary role in the collaboration will be to develop and manufacture consumer diagnostic products while P&G's primary role will be to market, sell, and distribute existing and to-be- developed products. Inverness will retain all rights with respect to the development and sale of cardiology diagnostic products and its professional Point of Care diagnostic businesses.
"We are excited about the formation of this joint venture with Inverness, which extends P&G's Health Care presence into consumer diagnostics. We believe that Inverness' experience and expertise in this field can be combined with P&G's consumer marketing and customer development capabilities to create tremendous new opportunities in the growing self-care market," said Richard June, Vice President, Global Personal Health Care.
"Inverness is proud to be contributing its consumer diagnostics business to the joint venture with P&G. We believe that this is a best-of-breed combination that has the potential for terrific growth," said Ron Zwanziger, CEO of Inverness.
The deal is expected to close in the latter half of the first quarter, 2007 and will be subject to the normal closing conditions and regulatory approvals, including filings to be made under the Hart-Scott-Rodino Act. Inverness was represented by the law firm of Goodwin, Procter LLP and in-house counsel, and advised by Covington Associates. Procter & Gamble was advised by a team consisting of Covington & Burling LLP and in-house counsel.
About Inverness Medical Innovations
Inverness Medical Innovations is a leading global developer of advanced diagnostic devices and is presently exploring new opportunities for its proprietary electrochemical and other technologies in a variety of professional diagnostic and consumer-oriented applications including immuno- diagnostics with a focus on women's health, cardiology and infectious disease. Inverness' new product development efforts, as well as its position as a leading supplier of consumer pregnancy and fertility/ovulation tests and rapid point-of-care diagnostics, are supported by the strength of its intellectual property portfolio. Inverness is headquartered in Waltham, Massachusetts.
For more information about Inverness Medical Innovations, please visit our website at http://www.invernessmedical.com.
The statements regarding a potential joint venture contained in this press release are forward-looking statements within the meaning of the federal securities laws. These statements reflect Inverness' current views with respect to future events and are based on management's current assumptions and information currently available. Actual results may differ materially due to numerous factors, including without limitation the ability of the parties to obtain regulatory approval of the joint venture; changes to the terms of the joint venture arising out of or driven by the regulatory approval process or the FTC's ongoing investigation relating to Inverness' consumer and certain other diagnostic products; Inverness' ability to obtain the consent of its lenders in order to establish the joint venture; Inverness' ability to manage and obtain the benefits of joint venture activities; Inverness' ability to develop new products and the market's acceptance of these products; P&G's ability to effectively sell and distribute the joint venture's consumer diagnostics products and the risks and uncertainties described in Inverness' periodic and current reports filed with the Securities and Exchange Commission under the federal securities laws. Inverness undertakes no obligation to update any forward-looking statements contained herein.
About The Procter & Gamble Company
Three billion times a day, P&G brands touch the lives of people around the world. The company has one of the strongest portfolios of trusted, quality, leadership brands, including Pampers®, Tide®, Ariel®, Always®, Whisper®, Pantene®, Mach3®, Bounty®, Dawn®, Pringles®, Folgers®, Charmin®, Downy®, Lenor®, Iams®, Crest®, Oral-B®, Actonel®, Duracell®, Olay®, Head & Shoulders®, Wella®, Gillette®, and Braun®. The P&G community consists of more than 135,000 employees working in over 80 countries worldwide.
Please visit http://www.pg.com for the latest news and in-depth information about P&G and its brands.
Forward Looking Statements
All statements, other than statements of historical fact included in this release, are forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on financial data, market assumptions and business plans available only as of the time the statements are made, which may become out of date or incomplete. P&G assumes no obligation to update any forward-looking statement as a result of new information, future events or other factors.
Forward-looking statements are inherently uncertain, and investors must recognize that events could differ significantly from expectations. In addition to the risks and uncertainties noted in this release, there are certain factors that could cause actual results to differ materially from those anticipated by some of the statements made. These include: (1) the ability to achieve business plans, including with respect to lower income consumers and growing existing sales and volume profitably despite high levels of competitive activity, especially with respect to the product categories and geographical markets (including developing markets) in which P&G has chosen to focus; (2) the ability to successfully execute, manage and integrate key acquisitions and mergers, including (i) the Domination and Profit Transfer Agreement with Wella, and (ii) P&G's merger with The Gillette Company, and to achieve the cost and growth synergies in accordance with the stated goals of these transactions; (3) the ability to manage and maintain key customer relationships; (4) the ability to maintain key manufacturing and supply sources (including sole supplier and plant manufacturing sources); (5) the ability to successfully manage regulatory, tax and legal matters (including product liability, patent, and intellectual property matters as well as those related to the integration of Gillette and its subsidiaries), and to resolve pending matters within current estimates; (6) the ability to successfully implement, achieve and sustain cost improvement plans in manufacturing and overhead areas, including P&G's outsourcing projects; (7) the ability to successfully manage currency (including currency issues in volatile countries), debt, interest rate and commodity cost exposures; (8) the ability to manage continued global political and/or economic uncertainty and disruptions, especially in P&G's significant geographical markets, as well as any political and/or economic uncertainty and disruptions due to terrorist activities; (9) the ability to successfully manage competitive factors, including prices, promotional incentives and trade terms for products; (10) the ability to obtain patents and respond to technological advances attained by competitors and patents granted to competitors; (11) the ability to successfully manage increases in the prices of raw materials used to make the P&G's products; (12) the ability to stay close to consumers in an era of increased media fragmentation; and (13) the ability to stay on the leading edge of innovation. For additional information concerning factors that could cause actual results to materially differ from those projected herein, please refer to our most recent 10-K, 10-Q and 8-K reports.
Source: Inverness Medical Innovations
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