-Enhances penetration into the large and growing interventional cardiology and electrophysiology markets
-Offers products with demonstrated and differentiated clinical benefits
-Expected to be accretive to revenue growth, gross margins and adjusted gross margins while providing attractive financial returns
-Purchase price of up to $510 million cash
Haemonetics Corporation (NYSE: HAE) ("Haemonetics"), a global medical technology company focused on delivering innovative medical solutions to drive better patient outcomes, announced that it has entered into a definitive agreement to acquire privately-held Cardiva Medical, Inc., ("Cardiva") an industry-leading manufacturer of vascular closure systems based in Santa Clara, California. Under the terms of the agreement, Haemonetics will acquire Cardiva for an upfront cash payment of $475 million at closing and up to an additional $35 million in contingent consideration based on sales growth. The acquisition is subject to customary closing conditions and is expected to be completed in the first quarter of calendar 2021.
Cardiva's portfolio includes two catheter-based vascular access site closure devices. The VASCADE® vascular closure system is designed for "small-bore" femoral arterial and venous closure, generally used in interventional cardiology and peripheral vascular procedures, and is the only marketed closure device to significantly reduce access site complications versus manual compression. The VASCADE MVP® vascular closure system is designed for "mid-bore" multi-access femoral venous closure, generally used in electrophysiology procedures, and is the only FDA approved closure device for use following cardiac ablation procedures requiring two or more access sites within the same vessel. Both devices include Cardiva's proprietary collapsible disc technology and a resorbable collagen patch to achieve hemostasis.
Chris Simon, Haemonetics' President and CEO, said, "We are excited to add Cardiva's vascular closure technology to our portfolio and look forward to welcoming their talented team. This acquisition immediately expands and diversifies our hospital offerings in the large and growing interventional cardiology and electrophysiology markets and aligns with our innovation agenda."
John Russell, Cardiva's President and CEO, added, "We are delighted to become part of a company that shares our commitment to technology leadership and meaningfully advancing patient care in some of the most critical areas of medicine. We believe that Haemonetics' history of leadership in hemostasis management makes the Company an ideal partner to realize the full potential of our VASCADE platform technology."
The acquisition is expected to deliver about $65-$75 million of revenue in the first fiscal year. The transaction is expected to be dilutive to adjusted net earnings per diluted share by ($0.15 - $0.20) in fiscal year 2022 and about neutral to adjusted net earnings per diluted share in fiscal year 2023. The acquisition is expected to deliver a rate of return on invested capital of 10% by year five.
Haemonetics plans to finance this acquisition through a combination of cash, existing revolving credit facility and an additional $150 million term loan. Following this acquisition, the Company debt to EBITDA ratio, as calculated in accordance with the terms set forth in the Company's existing Credit Agreement, is expected to be approximately 3.2.
In connection with this transaction, Moelis & Company LLC is serving as financial advisor to Haemonetics and DLA Piper is serving as legal advisor. Additionally, J.P. Morgan Securities LLC is acting as financial advisor to Cardiva and Cooley LLP is serving as legal advisor.
Conference Call and Webcast Information
Haemonetics will host a conference call and webcast to discuss additional details regarding the proposed transaction on January 20 at 8:00AM ET. The dial-in numbers for the conference call are (877) 848-8880 (domestic) or (716) 335-9512 (international). Conference ID number is 5838449.
The conference call and webcast can also be accessed via the following link: https://edge.media-server.com/mmc/p/gumu3nq4
A replay of the conference will be available from January 20, 2021 11:00AM ET for one year using the link above.
Haemonetics (NYSE: HAE) is a global healthcare company dedicated to providing a suite of innovative medical products and solutions for customers, to help them improve patient care and reduce the cost of healthcare. Our technology addresses important medical markets: blood and plasma component collection, the surgical suite and hospital transfusion services. To learn more about Haemonetics, visit www.haemonetics.com.
About Cardiva Medical, Inc.
Cardiva Medical, Inc. is a privately held medical device company focused on transforming vascular closure for the benefit of patients, hospitals and physicians in the over 5.5 million catheter-based coronary, peripheral and electrophysiology procedures in the United States that require access site closure each year.
The Company's VASCADE® vascular closure system has been PMA-approved by the FDA since 2013 and is indicated for vessel closure following 5-7F arterial and venous procedures. VASCADE® is the only marketed closure system to demonstrate a statistically significant reduction in access site complications compared to the existing standard of care in a prospective, randomized, controlled clinical trial called RESPECT.
The latest product in the Company's portfolio is VASCADE MVP® Venous Vascular Closure System, the only marketed vessel closure technology designed specifically for Electrophysiology procedures – and clinically proven by Electrophysiology physicians in a multi-center, randomized, controlled clinical trial called AMBULATE. VASCADE MVP® received PMA approval in late 2018.
Cardiva has won numerous recent awards for clinical, commercial and operational excellence – including the Shingo Bronze Medallion. The Company is headquartered in Santa Clara, California.
To learn more about Cardiva Medical, visit www.cardivamedical.com