08.12.2006 08:44:00
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Getinge Creates New Platform for Long-Term Growth
About Huntleigh
The Huntleigh Group operates within the areas of specialmattresses for the treatment of pressure ulcers, beds for use inintensive care, specialist care and nursing homes, IPC products(Intermittent Pneumatic Compression) for the prevention of deep veinthrombosis, and equipment for foetal and vascular diagnosis.
The Group has a strong market organisation with 20 proprietarysales companies. The products are distributed in 120 markets and havevery strong market positions. Within wound care mattresses, thecompany is number one in Europe and globally in each individual marketoutside the US. Within healthcare beds, it is number two in Europe andwithin IPC products, it is number one globally. Within the Diagnosticsmarket sector, it has strong niche positions. Huntleigh's primarycustomer group is hospitals.
In the year ended 31 December 2005, Huntleigh had sales of GBP 200M (SEK 2,675 M) and profit before tax of GBP 22.2 M (SEK 297 M). OnJune 30, 2006, the Group had assets amounting to GBP 179 M (SEK 2,394M) shareholders' equity of GBP 102 (SEK 1,364 M). and over 2,600employees.
Improved profitability and growth
Subsequent to the completion of the acquisition, Huntleigh will beintegrated into Getinge's Extended Care business area, therebycreating a globally leading player within patient handling, wound careand hygiene, with combined sales of approximately SEK 6 billion andover 4,400 employees. Huntleigh will be a perfect complement toExtended Care in terms of overlapping geographical presence andsupplementary sales channels and products. The main strategic reasonsfor the transaction are:
1. Opportunity for additional sales through the combined saleschannels of Huntleigh and Extended Care: Huntleigh's primary customergroup is hospitals and Extended Care's is nursing homes. Access toboth sales channels will result in increased sales.
2. The formation of critical mass in service and sales: theincrease in sales and service personnel that the merger will generatein overlapping markets will increase market penetration. Following themerger, the business area will boast a very competitive marketorganisation with approximately 1,600 dedicated sales representativesand service technicians.
3. Availability of efficiency synergies within administration,production, technical services, purchasing and logistics.
4. A substantial improvement in Extended Care's weak marketposition within wound care; from being a niche supplier of wound caremattresses, with corresponding limitations, to achieving a leadingposition in Europe and globally, in each individual market outside theUS.
5. The possibilities for future system innovations within patientcare: an increasing amount of care takes place at the bedside. Through"Total Bedside Management" - system integration of patient lifters,beds and information technology, Extended Care's aim is to offerequipment for more efficient care in the future.
Johan Malmquist, President and CEO of Getinge said: "By combiningboth Groups, we can offer the combined customer base a broader productportfolio and a better service offering. Extended Care's businessphilosophy, to reduce care costs by increasing care quality andefficiency, is well in line with Huntleigh's. The synergies betweenExtended Care and Huntleigh in terms of geography, products and saleschannels are highly attractive. It is our goal to immediatelyimplement integration in order to take advantage of the possibilitiescreated by the merger. I look forward to welcoming Huntleigh'smanagement and employees, whom we consider to be very important to thefuture success of the business, into the Getinge Group."
Julian Schild, Huntleigh's Chairman of the Board, agrees: "We areconvinced that both our customers and employees will benefit from themerging of both companies. We welcome Getinge's positive opinion thatHuntleigh's management and employees will play an important role inthe future success of the merged group."
The offer in brief
-- Huntleigh's Board and management have recommended thatHuntleigh's shareholders accept Getinge's cash offer at a price of 480pence per share, representing a premium of 28 per cent on yesterday'sclosing price.
-- Payment is intended to be made entirely in cash.
-- Getinge has received irrevocable undertakings to accept theoffer from Huntleigh shareholders controlling 46.2 per cent ofHuntleigh's current issued share capital, as well as letters of intentfrom certain institutional shareholders representing 17.4 per cent ofthe current issued share capital.
-- Getinge's offer will be unconditional if shareholders whoseholdings amount to more than 50 per cent of Huntleigh's shares acceptthe offer and the other conditions are fulfilled.
-- Financing of the acquisition is secured through a loanagreement between Getinge and Nordea Bank AB (publ).
-- Getinge is being advised by UBS.
The offer is conducted in compliance with the United Kingdom "CityCode on Takeovers and Mergers", which, inter alia, regulates theamount of information that may be disclosed in conjunction with thetransaction. The offer includes condition customary to public offersin the UK. Further information, including the complete conditions ofthe offer, can be found in the UK press release pertaining to thepublic offer, which is released today (seewww.getinge.com/prdisclaimer.html) as well as the formal offerdocument which is to be distributed to Huntleigh's shareholders today.
Timetable Provided the offer is accepted by Huntleigh'sshareholders in accordance with the terms and conditions in Getinge'soffer, the transaction is expected to be completed in January 2007.
Press conference A press conference is scheduled to take place atHilton Stockholm Slussen hotel, Stockholm today at 10.00 CET. Atelephone conference has also been scheduled to take place today at14.00 CET. To participate, please call:
from Sweden 08-5052 0114, password: GETINGEfrom outside Sweden +44 (0)20 7162 0125, password: GETINGE
A recorded version of the conference will be available for fiveworking days on the following numbers:
Sweden +46 (0) 850520333, access code: 731211UK: +44 (0)20 7031 4064, access code: 731211
Getinge, December 8, 2006
Johan Malmquist
(1) The exchange rate used in this press release is that applyingon 7 December 2006, meaning GBP 1 = 13,375 SEK
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