OSI Systems (NASDAQ:OSIS)
Historical Stock Chart
From Jul 2019 to Jul 2024
![Click Here for more OSI Systems Charts. Click Here for more OSI Systems Charts.](/p.php?pid=staticchart&s=N%5EOSIS&p=8&t=15)
OSI Systems, Inc. (NASDAQ:OSIS) announced today that its
subsidiary, Spacelabs Healthcare, Inc., has entered into a stock
purchase agreement with Ferraris Group plc ("Ferraris") to acquire Del
Mar Reynolds Limited and Del Mar Reynolds Medical, Inc. (collectively,
"DMR") representing Ferraris' Cardiac Division.
Under the terms of the agreement, Spacelabs will pay Ferraris
approximately GBP 14 million ($25.5 million), subject to an adjustment
of plus or minus GBP 1 million ($1.8 million) based upon revenue and
EBITDA results for DMR for the 13 month period ended September 30,
2006. In addition, there is a further earn-out provision whereby
Spacelabs would potentially pay Ferraris up to GBP 5 million ($9.1
million) if DMR achieves certain revenue targets in fiscal 2007. Any
further earn-out shall be satisfied, at Spacelabs' discretion, either
in cash or by the allotment and issue of Spacelabs stock.
Spacelabs intends to finance the proposed acquisition through a
senior credit facility.
Del Mar Reynolds is a global developer, manufacturer and seller of
cardiac monitoring systems including Holter recorders, ECG, Stress
Systems and related software and services under the trading names,
"Del Mar Reynolds," "Hertford Cardiology," and "Hertford Medical." In
addition, DMR operates a Core Lab business that provides clinical
trial services to pharmaceutical companies and clinical research
organizations.
OSI Systems' CEO, Mr. Deepak Chopra, stated, "We look forward to
welcoming the customers, vendors and employees of DMR into Spacelabs
Healthcare. We believe DMR will be a positive contributor to the
growth plans of Spacelabs as we provide added scale to expand DMR's
sales opportunities. The acquisition would allow us to broaden upon
our patient monitoring product offering within the hospital market
while essentially doubling the size and geographic presence of our
Clinical Trials business. This transaction reaffirms our commitment
and strategy to aggressively grow our business."
Mr. Chopra further commented, "We are extremely pleased with the
performance of our healthcare business and expect that our fiscal 2006
healthcare revenue will grow at a double digit rate driven primarily
by the strong operating performance of our patient monitoring business
in the U.S. market. As a result, we anticipate strong bottom line
growth compared to the prior year."
Spacelabs expects that the proposed acquisition will provide the
following benefits to its overall operations:
-0-
*T
- Expanded product offerings to the hospital market:
DMR's cardiac monitoring systems can be marketed to hospitals
in conjunction with Spacelabs' core products of patient
monitoring solutions and anesthesia delivery systems.
- Integration of IT components among product lines:
The product lines of both Spacelabs and DMR include advanced
IT components, providing opportunities for enhanced
connectivity between product lines.
- Strengthened geographic presence in the UK and German markets:
DMR is a leader in both the UK and Germany in cardiac
monitoring markets; its presence and connections to hospitals
in these markets is expected to augment Spacelabs' ongoing
sales efforts in these territories.
- Enhanced Core Lab business for clinical trials:
Both Spacelabs and DMR operate clinical trials core lab
service businesses (Spacelabs operating primarily in the U.S.
market and DMR operating primarily in the European market); in
combination, they expect this business to achieve greater
critical mass.
- Synergistic savings
Synergies are expected to be realized by leveraging upon
Spacelabs' existing global sales and distribution channels and
through utilization of its manufacturing capabilities, global
supply chain and existing support infrastructure.
*T
According to the unaudited financial information provided by
Ferraris, DMR generated sales of GBP 21.2 million ($38.6 million) with
earnings before depreciation and amortization of GBP 3.8 million ($6.9
million) and profits before taxation of GBP 1.8 million ($3.3
million). As at 31 August 2005 the total assets attributable to DMR
were GBP 28 million ($51 million) including goodwill of GBP 18 million
($32.7 million). In the six months ended 28 February 2006, DMR
generated sales of GBP 9.8 million ($17.8 million) with reported
earnings before depreciation and amortization of GBP 0.4 million ($0.7
million) and a loss before taxation of GBP 40,000 ($73,000). The
Company expects that once the identified synergies and efficiencies
have been realized the acquisition of DMR will be accretive to the
Company.
The proposed transaction is subject to Ferraris receiving
shareholder approval and other customary closing and regulatory
conditions.
About Del Mar Reynolds
Del Mar Reynolds is a leading designer, manufacturer and seller of
non-invasive diagnostic cardiology monitoring solutions for hospitals
and clinics worldwide. Additionally, the company provides ECG
laboratory services to pharmaceutical companies undertaking clinical
trials, whereby patient ECG data are recorded, analyzed, tabulated and
interpreted.
The company specializes in Holter monitoring products including
Holter recorders, stress systems, ECG machines, trans-telephonic ECG
monitoring, ambulatory blood pressure monitoring, event recording,
apnea monitoring and information management systems. The business
employs approximately 233 personnel in its five offices located in the
UK, Germany and the United States.
Del Mar Reynolds is currently a wholly-owned subsidiary of
Ferraris, a UK public company listed in the Official List of the
London Stock Exchange.
About Spacelabs Healthcare, Inc.
Spacelabs Healthcare (www.spacelabshealthcare.com) is an
international developer, manufacturer and distributor of medical
equipment and services including patient monitoring solutions,
anesthesia delivery and ventilation systems, pulse oximeters and
sensors and bone densitometers selling to hospitals, clinics and
physicians offices. Additionally, the company provides ECG laboratory
services to pharmaceutical companies undertaking clinical trials,
whereby patient ECG data are recorded, analyzed, tabulated and
interpreted.
The company has established brand names in both medical devices
and medical services such as "Spacelabs," "Blease" and "Dolphin." The
company employs approximately 1,050 personnel in its 14 offices in the
UK, Canada, France, Germany, Finland, Singapore and the United States.
The company conducts its manufacturing and R&D in India, the UK and
the United States.
Spacelabs Healthcare is a subsidiary of OSI Systems, Inc., a
US-based, Nasdaq listed company.
About OSI Systems, Inc.
OSI Systems Inc. is a Hawthorne, California based diversified
global developer, manufacturer and seller of security and inspection
systems, medical monitoring and anesthesia delivery products, and
optoelectronic-based components, as well as a provider of engineering
and manufacturing services. The company has more than 30 years of
experience in electronics engineering and manufacturing and maintains
offices and production facilities located in more than a dozen
countries. OSI Systems implements a strategy of expansion by
leveraging its electronics and contract manufacturing capabilities
into selective end product markets through organic growth and
acquisitions. For more information on OSI Systems Inc. or any of its
subsidiary companies, visit www.osi-systems.com.
This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Such
statements include information regarding our expectations, goals or
intentions about the future, including, but not limited to, statements
regarding the acquisition of Del Mar Reynolds and the benefits
expected to arise following the closing. The actual results may differ
materially from those described in or implied by any forward-looking
statement. In particular, there can be no assurance that the
acquisition will close on time or at all, or that, following the
close, the combined operations will in fact achieve any of the
currently expected benefits, such as expanded product offerings,
improved connectivity solutions, increased sales or improvements in
the Core Lab business, among other improvements. Other important
factors are set forth in the Securities and Exchange Commission
filings of OSI Systems, Inc. All forward-looking statements speak only
as of the date made, and we undertake no obligation to update these
forward-looking statements.