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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): January 3, 2005
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 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On January 3, 2005, Integra LifeSciences Holdings SAS, a wholly owned subsidiary
of Integra LifeSciences Holdings Corporation, completed the acquisition of all
of the outstanding capital stock of Newdeal Technologies, a societe anonyme
organized under the laws of France ("Newdeal"), for euro 39.5 million
(approximately $53 million at today's exchange rates)in cash, subject to
certain adjustments. Based in Lyon, France, Newdeal is a leading developer and
manufacturer of specialty implants and instruments specifically designed for
foot and ankle surgery. The capital stock was acquired from Eric Fourcault,
Jean-Christophe Giet, Theo Knevels and Bertrand Gauneau, the shareholders of
Newdeal.
Newdeal's senior management has agreed 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 acquisition, there is no material relationship between us and Newdeal.
On January 3, 2005, we issued a press release announcing the closing of the
acquisition, a copy of which is attached to this Current Report on Form 8-K as
Exhibit 99.1 and incorporated by reference herein.
ITEM 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Description of Exhibit
99.1 Press release issued January 3, 2005
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, hereunto duly authorized.
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
Date: January 3, 2005 By: /s/ Stuart M. Essig
-----------------------------
Stuart M. Essig
President and Chief Executive Officer
Exhibit Index
Exhibit Number Description of Exhibit
99.1 Press release issued January 3, 2005
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
jhenneman@Integra-LS.com mplatsis@Integra-LS.com
Integra LifeSciences Closes Acquisition of Newdeal Technologies
Leading Marketer of Products for Reconstructive Surgery
Plainsboro, New Jersey / January 3, 2005 / -- Integra LifeSciences Holdings
Corporation (NASDAQ: IART) announced today that it has acquired the Newdeal
group of companies ("Newdeal") for (euro)39.5 million (approximately $53 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.
Newdeal's senior management team, with more than fifty years of cumulative
experience in the orthopedics device industry, has joined the leadership team at
Integra. The company name will remain unchanged.
"We will supplement our direct sales force in Europe and increase revenues
outside the United States," said Stuart M. Essig, Integra's President and Chief
Executive Officer. "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
will work to integrate Newdeal into Integra so that the combined business can
maximize these revenue synergies."
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."
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