CINCINNATI , March 30, 2010 – Ethicon Endo-Surgery, Inc. (EES), a Johnson & Johnson company, today announced it has received an irrevocable, unconditional offer from Devicor Medical Products (Devicor), a portfolio company of GTCR Golder Rauner, LLC, (GTCR), to acquire its Breast Care business. The EES Breast Care business sells products designed to help doctors diagnose breast cancer at early stages, while minimizing patient discomfort. Financial terms of the offer are not being disclosed.
Upon close of the proposed transaction, Devicor would acquire the entire EES Breast Care product portfolio that is sold in more than 38 countries worldwide and includes the MAMMOTOME® Breast Biopsy System and tissue markers (MammoMARK®, MicroMARK®, and CoreMARK®) used for breast disease diagnostic sampling and management. Additionally, the EES Breast Care business would transfer its marketing and distribution rights for Neoprobe® Gamma Detection Systems to Devicor.
The acceptance period for the offer will end on June 15, 2010, unless extended, and during this period EES will consult with relevant works councils and trade unions. If the offer is accepted by EES, the proposed transaction will be subject to the fulfillment of certain conditions, including but not limited to, the receipt of applicable anti-trust clearances, and it would be expected to close by the third quarter of 2010.
“The EES Breast Care business is the global leader in vacuum assisted breast biopsy devices and the MAMMOTOME® brand is recognized worldwide,” said Karen Licitra, Company Group Chairman, and Worldwide Franchise Chairman, Ethicon Endo-Surgery. “As we continually prioritize strategic investments that are aligned with our future growth platforms, we determined that the Breast Care products are outside of this scope, and decided to explore the potential sale of the business. We believe this offer demonstrates commitment from Devicor and GTCR to develop the Breast Care business to its full potential.”
If the transaction is completed, the majority of EES associates who are primarily dedicated to the Breast Care business are expected to transfer to Devicor, subject to local laws.
“Acquiring the EES Breast Care business would represent an exciting and long-term growth opportunity for Devicor,” said Tom Daulton, Chief Executive Officer, Devicor. “The breast biopsy diagnosis and therapy markets are poised for substantial global growth, and the MAMMOTOME® brand has a strong foundation from which Devicor can grow. We fully recognize the talent and expertise of the more than 300 people that make up the Breast Care business, and we look forward to providing the necessary resources to further the development of innovative technologies and patient care.”
About Devicor Medical Products
Devicor is a newly formed company focusing on minimally invasive medical procedures, with an initial focus on the vacuum assisted breast biopsy market. The company is dedicated to building a global business through the investment in, and development of, tools and technologies that facilitate minimally invasive medical procedures. For more information, please visit www.devicormedical.com.
Founded in 1980, GTCR has grown into one of America’s leading private equity investment firms. The Chicago-based firm pioneered the “Leaders Strategy” – finding and partnering with world-class leaders as the critical first step in identifying, acquiring and building market-leading companies through acquisitions and organic growth. GTCR currently manages more than $8 billion in equity capital, focusing in the Technology, Healthcare and Financial Services sectors. For more information, please visit www.gtcr.com.
About Ethicon Endo-Surgery, Inc.
Ethicon Endo-Surgery, a Johnson & Johnson company, develops and markets advanced medical devices for minimally invasive and open surgical procedures, focusing on procedure-enabling devices for the interventional diagnosis and treatment of conditions in general and bariatric surgery, as well as gastrointestinal health, gynecology and surgical oncology. More information can be found at www.ethiconendo.com. (This press release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from Ethicon Endo-Surgery and/or Johnson & Johnson’s expectations and projections. Risks and uncertainties include general industry conditions and competition; economic conditions, such as interest rate and currency exchange rate fluctuations; technological advances and patents attained by competitors; challenges inherent in new product development, including obtaining regulatory approvals; domestic and foreign health care reforms and governmental laws and regulations; and trends toward health care cost containment. A further list and description of these risks, uncertainties and other factors can be found in Exhibit 99 of Johnson & Johnson’s Annual Report on Form 10-K for the fiscal year ended January 3, 2010. Copies of this Form 10-K, as well as subsequent filings, are available online at www.sec.gov, www.jnj.com or on request from Johnson & Johnson. Neither Ethicon Endo-Surgery nor Johnson & Johnson undertake to update any forward-looking statements as a result of new information or future events or developments.)