LIMERICK, Pa.--(BUSINESS WIRE)--May 17, 2004--Teleflex
lncorporated (NYSE:TFX) announced today that it has agreed to acquire
Hudson Respiratory Care, Inc. (Hudson) from entities controlled by
Freeman Spogli & Co. and management in a cash transaction valued at
$460 million including the net present value of future tax benefits
exceeding $60 million. The price includes the retirement of all
existing Hudson indebtedness.
With $185 million in 2003 revenue, Hudson is a leading provider of
disposable medical products for respiratory care and anesthesia. The
transaction is subject to applicable regulatory approvals and is
expected to be completed in the third quarter of 2004. Teleflex
expects to finance the purchase through portions of a syndicated bank
revolving credit line in the amount of $500 million and term debt in
the amount of $300 million to $400 million.
"The acquisition of Hudson furthers our vision for the Teleflex
portfolio and strengthens our position both strategically and
financially," said Jeffrey P. Black, president and chief executive
officer of Teleflex. "The revenue and operating synergies between the
two companies create significant opportunities for growth. We expect
the acquisition to be nominally accretive to earnings in 2004 and to
provide more than 25 cents per share accretion in 2005. At this time,
we continue to anticipate that earnings per share for the full year
2004 will be in the range of our previous guidance of $3.10 to $3.20."
"The addition of Hudson to our Medical Segment coupled with
recently announced divestitures of non-strategic product lines
illustrates our commitment to improving profitability and global
competitiveness," added Black. "The steps we are taking are consistent
with maintaining a balance of diversified businesses that position
Teleflex to achieve improved operating margins and consistent earnings
growth in the years ahead."
"Bringing together the trusted brands of Rusch in anesthesia and
Hudson in respiratory care will significantly expand our range of
products and enhance our channels to market worldwide," said Forrest
Whittaker, president and chief operating officer of Teleflex Medical.
"With this acquisition, Teleflex Medical now becomes an $800 million
business on an annualized basis and we double the presence of our
Health Care Supply product lines in North America. We also position
ourselves to accelerate the achievement of our stated goals for margin
improvement across our Medical Segment."
Charles A. French, president and chief executive officer of Hudson
commented, "The 60-year success story of Hudson RCI results from the
talent and dedication of our employees around the world who deliver
high quality products that provide a better quality of care to
patients with chronic respiratory disease. We are proud of our legacy
and confident that we will play a significant role in the success of
Teleflex Medical."
Based in Temecula, California, Hudson employs 2,000 people
worldwide and provides disposable respiratory and anesthesia products
for the treatment of chronic respiratory disease. Hudson enjoys
leadership positions in several product segments including oxygen
delivery, humidification, airway management and aerosol therapy.
About Hudson:
Hudson is a privately held medical manufacturing firm specializing
in disposable products for respiratory care and anesthesia. Corporate
headquarters are located in Temecula, California, with a European
office in Upplands Vasby, Sweden. Hudson RCI maintains manufacturing
facilities in California, Illinois, Mexico, and Malaysia. Distribution
centers located in California, Illinois, and the Netherlands service
the needs of a vast network of distributors around the world. A team
of 80 domestic and international sales representatives, supported by
clinical and marketing personnel located in the Temecula and Stockholm
offices, provide sales, service, technical support, and clinical
information on Hudson RCI's broad range of respiratory care and
anesthesia products. See www.hudsonrci.com
About Teleflex Medical:
Teleflex Medical, a division of Teleflex Incorporated, is a
leading global supplier of surgical instruments, medical devices,
instrument management services, and health care supplies. Teleflex
Medical markets health care supplies for anesthesia and urology under
the Rusch brand name and surgical instruments and medical devices
under the Beere, CVevolutions, Deknatel, KMedic, Pilling, and Weck
brands. The company also offers on-site operating room services for
integrated health networks and custom instrument design and
manufacture for OEMs.
About Teleflex:
Teleflex Incorporated (NYSE:TFX) is a diversified industrial
company with annual revenues of over $2 billion. The company designs,
manufactures and distributes quality engineered products and services
for the automotive, marine, industrial, aerospace and medical markets
worldwide. Teleflex employs more than 19,000 people worldwide who
focus on providing innovative solutions for customers. For more
information, see www.teleflex.com.
About Freeman Spogli & Co.:
Freeman Spogli & Co. is a privately-owned investment firm with
offices in Los Angeles and New York. Since its founding in 1983, the
firm has invested over $1.9 billion in 34 portfolio companies.
Teleflex will comment on this acquisition on a conference call to
be held today at 4:45pm (ET). The call will be archived and available
on the company's website at www.teleflex.com.
Forward-looking information:
Statements in this news release, other than historical data, are
considered forward-looking statements under the Private Securities
Litigation Reform Act of 1995. These statements are subject to various
risks and uncertainties that could cause actual results to differ from
those contemplated in the statements. These factors are discussed in
the company's Securities and Exchange Commission filings.
CONTACT: Teleflex Incorporated
Julie McDowell, Vice President, Corporate Communications
610-948-2836
or
Freeman Spogli & Co.
Jon Ralph, General Partner, 310-444-1822
SOURCE: Teleflex Incorporated