UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 10, 2004
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 0-26224 51-0317849
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
311 Enterprise Drive
Plainsboro, NJ 08536
(Address of principal executive offices) (Zip Code)
(609)-275-0500
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
ITEM 1.01. Entry into a Material Definitive Agreement.
On November 10, 2004, Integra LifeSciences Corporation, a wholly owned
subsidiary of Integra LifeSciences Holdings Corporation, entered into a
definitive agreement with the shareholders of Newdeal Technologies, a societe
anonyme organized under the laws of France ("Newdeal"), for the acquisition of
all of the issued and outstanding capital stock of Newdeal for euro 38.5 million
in cash, subject to certain adjustments. Based in Lyon, France, Newdeal develops
specialty implants and instruments for foot and ankle surgery.
We expect the acquisition to close in January 2005 and for Newdeal's senior
management to agree to remain with Newdeal after the closing. As part of the
acquisition agreement, each of the selling shareholders has agreed not to
compete with Newdeal after the closing. Other than in respect of the pending
acquisition, there is no material relationship between us and Newdeal.
On November 14 2004, we issued a press release announcing the signing
of the acquisition agreement, a copy of which is attached to this Current Report
on Form 8-K as Exhibit 99.1 and incorporated by reference herein.
The information in this Form 8-K shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that Section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933 or the Securities Exchange Act of
1934, regardless of any general incorporation language in such filing.
ITEM 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit
Number Description of Exhibit
- ------- ----------------------
99.1 Press release regarding the agreement of Integra LifeSciences
Corporation to acquire Newdeal Technologies.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, as of the 15th day of November, 2004.
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
By: /s/ Stuart M. Essig
-----------------------------
Stuart M. Essig
President and Chief Executive Officer
Exhibit Index
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Exhibit
Number Description of Exhibit
- ------- ----------------------
99.1 Press release regarding the agreement of Integra LifeSciences
Corporation to acquire Newdeal Technologies.
Exhibit 99.1
News Release
Contacts:
Integra LifeSciences Holdings Corporation
John B. Henneman, III Maria Platsis
Executive Vice President Director of Corporate Development
Chief Administrative Officer and Investor Relations
(609) 936-2481 (609) 936-2333 mplatsis@Integra-LS.com
jhenneman@Integra-LS.com
Integra LifeSciences Announces Agreement to Acquire Newdeal Technologies
Leading Marketer of Products for Reconstructive Surgery
Plainsboro, New Jersey / November 14, 2004 / -- Integra LifeSciences Holdings
Corporation (NASDAQ: IART) announced today that it has agreed to acquire the
Newdeal group of companies ("Newdeal") for (euro)38.5 million (approximately $50
million at today's exchange rate) in cash, subject to certain adjustments.
Newdeal, based in Lyon, France, is a leading developer and manufacturer of
specialty implants and instruments specifically designed for foot and ankle
surgery. Newdeal's products include a wide range of products for the forefoot,
the mid-foot and the hind foot, including the Bold(R) Screw, Hallu-Fix(R) plate
system and the HINTEGRA(R) total ankle prosthesis. The company sells its
products through a direct sales force in France, Belgium and the Netherlands,
and through distributors in more than 30 countries, including the United States
and Canada. Newdeal's target physicians include orthopedic surgeons specializing
in injuries of the foot, ankle and extremities, as well as podiatric surgeons,
of which there are 3,200 and 2,400, respectively, in the United States. The
current products address an approximately $500 million worldwide market.
"The acquisition of Newdeal presents a variety of exciting opportunities for
both Integra and Newdeal," said Stuart M. Essig, Integra's President and Chief
Executive Officer. "We will supplement our direct sales force in Europe and
increase revenues outside the United States. We also expect to benefit from the
synergy between Newdeal's reconstructive foot and ankle fixation products and
our regenerative products like the INTEGRA(R) Dermal Regeneration Template, the
INTEGRA(R) Bilayer and single-layer Matrix Wound Dressings, NeuraGen(TM) and
NeuraWrap(TM), which are used in the treatment of chronic and traumatic wounds
of the foot and ankle. We and the management of Newdeal will work together to
integrate Newdeal into Integra so that the combined business can maximize these
revenue synergies."
An experienced senior management team runs the Newdeal group with more than
fifty years cumulative experience in the orthopedics device industry. Upon
closing, the current management of Newdeal will join the leadership team at
Integra. The company name will remain unchanged.
Newdeal, which outsources all of the manufacturing, packaging and sterilization
of its products, has a full pipeline of products under development for the
continued expansion of their product offering for the foot and ankle. Newdeal
has 38 employees.
"We are very excited to become part of the Integra LifeSciences family of
companies," said Eric Fourcault, President and Chief Executive Officer of
Newdeal. "We look forward to expanding our business within Integra, and
combining our experience in specialty orthopedic implants with Integra's
portfolio of tissue-engineered products. Together we will be able to offer a
broad package of solutions to orthopedic, reconstructive and podiatric
surgeons."
Newdeal generated sales of approximately (euro)13.8 million ($18.0 million at
current exchange rates) and EBITDA (earnings before interest, depreciation, and
amortization) of approximately (euro)5.4 million ($7 million at current exchange
rates) for the twelve months ended September 30, 2004. Historical revenue growth
rates have been in excess of 20%.
As the transaction is not expected to close until early January, 2005, our
guidance for the fourth quarter of 2004 remains unchanged, with total revenues
in the range of $60 million to $63 million and earnings per share of $0.27 to
$0.29, after giving effect to the EITF Issue 04-08 change in accounting for the
company's contingent convertible notes.
We are updating our guidance assuming the transaction closes as scheduled. Total
revenues in 2005 are expected to be between $290 million and $300 million.
Consolidated gross margin is expected to be 64%. Earnings per diluted share are
expected to be within a range of $1.37 to $1.42 per share in 2005 after giving
effect to the change in accounting for the company's contingent convertible
notes.
Integra LifeSciences Holdings Corporation is a diversified medical technology
company that develops, manufactures, and markets medical devices for use in a
variety of applications. The primary applications for our products are
neuro-trauma and neurosurgery, plastic and reconstructive surgery and general
surgery. Integra is a leader in applying the principles of biotechnology to
medical devices that improve patients' quality of life. Our corporate
headquarters are in Plainsboro, New Jersey, and we have manufacturing and
research facilities located throughout the world. We have approximately 1,200
employees. Please visit our website at (http://www.Integra-LS.com) and Newdeal's
website at (http://www.newdeal.info).
This news release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
include, but are not limited to, statements concerning expectations for future
financial results, including revenues, gross margins and earnings. Such
forward-looking statements involve risks and uncertainties that could cause
actual results to differ materially from predicted or expected results. Among
other things, Integra's ability to maintain relationships with customers of
acquired entities may adversely affect Integra's future revenues; Integra's
ability to increase sales and product volumes may adversely affect its future
gross margins; and Integra's ability to integrate acquired businesses, increase
product sales and gross margins, and control its non-product costs will affect
its earnings per share. In addition, the economic, competitive, governmental,
technological and other factors identified under the heading "Factors That May
Affect Our Future Performance" included in the Business section of Integra's
Annual Report on Form 10-K for the year ended December 31, 2003 and information
contained in subsequent filings with the Securities and Exchange Commission
could affect actual results.
Source: Integra LifeSciences Holdings Corporation