COLORADO SPRINGS, Colo. and FREMONT, Calif., May 27, 2014 (GLOBE NEWSWIRE) — The Spectranetics Corporation (Nasdaq:SPNC) today announced that it has entered into a definitive merger agreement under which Spectranetics will acquire AngioScore Inc., a leading developer, manufacturer and marketer of cardiovascular, specialty balloons for $230 million in up-front consideration, along with additional contingent commercial and regulatory milestone payments. The transaction will combine two successful, double-digit growth companies committed to solving complex cardiovascular challenges in both the peripheral and coronary markets and is expected to:
— Expand Spectranetics’ addressable markets
— Significantly add to the life- and limb-saving solutions Spectranetics
can offer physicians and their patients
— Broaden the product pipeline, including the addition of a proprietary
drug-coated scoring balloon platform
— Enhance and leverage Spectranetics’ strong sales and marketing
— Add to Spectranetics’ topline growth
— Drive significant operating efficiencies and savings
Subject to customary closing conditions, the transaction is expected to close on or near June 30, 2014, at which point AngioScore will become a wholly owned subsidiary of Spectranetics. The up-front consideration consists of $115 million in cash and $115 million of Spectranetics common stock, although, as permitted by the merger agreement, Spectranetics intends to fund the entire $230 million up-front amount in cash with proceeds from a proposed convertible note offering. Piper Jaffray & Company acted as exclusive financial advisor to The Spectranetics Corporation and Faegre Baker Daniels LLP is serving as Spectranetics’ legal counsel.
“We have consistently discussed our strict criteria in evaluating partnering opportunities,” said Scott Drake, President and CEO of Spectranetics. “AngioScore meets our criteria with an exceptional strategic fit, leverageable call points, differentiated technology and clear operating efficiencies. As a combined entity, we expect to have a meaningfully expanded market opportunity and a compelling product portfolio.”
AngioScore, based in Fremont, Calif., develops and markets the AngioSculpt technology platform, which is a differentiated, comprehensive portfolio of durable solutions to cross, prepare and treat the coronary and peripheral vasculature. AngioScore’s product and distribution platforms diversify Spectranetics’ portfolio while expanding physicians’ options to treat critical limb ischemia (CLI), in-stent restenosis (ISR), calcified lesions and chronic total occlusions (CTO).
“Simply put, we are ‘better together’,” said AngioScore President and CEO Thomas R. Trotter. “We believe that this combination provides an opportunity to build a remarkable future while delivering life-impacting technologies to physicians and patients. In Spectranetics, we find a like-minded partner that shares our values, our commitment to improving patients’ lives, and equally high standards for operational excellence and quality.”
On a pro forma basis, the combined entity had $213.5 million of revenue and $10.1 million of Adjusted EBITDA in 2013.
The transaction is expected to be accretive in 2015 to Adjusted EBITDA. In 2015, Spectranetics expects to achieve $8 million to $10 million in cost synergies on a pre-tax basis.
Spectranetics plans to provide additional guidance regarding the financial impact of the transaction when it reports financial results for the second quarter of 2014.
Management will host an investment community conference call today beginning at 2:30 p.m. MT/4:30 p.m. ET. Individuals interested in listening to the conference call may dial (877) 561-2747 for domestic callers or (973) 409-9689 for international callers, or access the webcast on the investor relations section of the Company’s website at: www.spectranetics.com. The webcast will be available on the Company’s website for 14 days following the completion of the call.