PLYMOUTH, Minn., June 24, 2009 (GLOBE NEWSWIRE) -- ev3 Inc. (Nasdaq:EVVV), a global endovascular device company, today announced that it has closed the acquisition of Chestnut Medical Technologies, Inc., a privately held, California-based company focused on developing minimally invasive therapies for interventional neuroradiology. The transaction broadens ev3's neurovascular product portfolio by adding the Pipeline Embolization Device for the treatment of cerebral aneurysms and the Alligator Retrieval Device for foreign body retrieval to ev3's existing embolic product and access technologies.
ev3 acquired 100 percent of the equity interests of Chestnut for $26.0 million in net cash and approximately 5.073 million shares of ev3 common stock (65% of total consideration) for total upfront consideration of approximately $75 million. An additional milestone-based contingent payment of up to $75 million is payable in a combination of cash and ev3 common stock upon the receipt of U.S. Food and Drug Administration pre-market approval of the Pipeline device. ev3 financed the upfront cash payment at closing through cash on hand. Any contingent milestone payment is not expected to be paid until 2011.
ev3 previously announced that it had signed a definitive agreement to acquire Chestnut on June 2, 2009. Chestnut's Pipeline technology is a new class of cerebral embolization device that is designed to divert blood flow away from an aneurysm in order to provide a complete and durable aneurysm embolization while maintaining patency of the parent vessel. ev3 estimates that approximately one fourth of worldwide aneurysm treatment procedures could be eligible for treatment with flow diversion devices over the next five years, translating into a market potential of approximately $350 million in 2013.
As previously announced, ev3 anticipates that the transaction will be dilutive to ev3's GAAP earnings per share (EPS) and non-GAAP adjusted earnings per share in 2009 and on a GAAP EPS basis in 2010. ev3 anticipates the transaction will be accretive to ev3's non-GAAP adjusted EPS in 2010 and beyond. The transaction is expected to be neutral to ev3's EPS on a GAAP basis in 2011 and accretive thereafter. ev3 will provide additional information on the financial impact of the transaction, including its effect on ev3's 2009 guidance, during ev3's second quarter 2009 earnings call.
About ev3 Inc.
Since its founding in 2000, ev3 has been dedicated to developing innovative, breakthrough and clinically proven technologies and solutions for the treatment of peripheral vascular and neurovascular diseases. ev3's products are used by endovascular specialists to treat a wide range of peripheral vascular and neurovascular diseases and disorders. The company offers a comprehensive portfolio of treatment options, including the primary interventional technologies used today -- peripheral angioplasty balloons, stents, plaque excision systems, embolic protection devices, liquid embolics, embolization coils, thrombectomy catheters and occlusion balloons. More information about the company and its products can be found at www.ev3.net. More information about Chestnut and its products can be found at www.chestnutmedical.com.
ev3, the ev3 logo, Axium, Onyx, Solitaire, Pipeline and Alligator are trademarks of ev3 Inc. and its subsidiaries, registered in the U.S. and other countries. All other trademarks and trade names referred to in this press release are the property of their respective owners.
Forward-Looking Statements
Statements contained in this press release that relate to future, not past, events are forward-looking statements under the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the expected timing of the contingent payment, the market potential and anticipated market acceptance of Chestnut's products, the anticipated effect of the acquisition on ev3's future EPS and other operating results and other statements identified by words such as "expect," "anticipate," "intend," "will," "may," "believe," "could," "continue," "future," "estimate," "potential," "outlook," "guidance," or the negative of these words or other words of similar meaning. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Uncertainties and risks may cause ev3's actual results to be materially different than those expressed in or implied by ev3's forward-looking statements. For ev3, particular uncertainties and risks include, among others, the reduction in ev3's cash as a result of its payment of the cash portion of the merger consideration; failure to achieve the revenues, cost savings, earnings, growth prospects and any or other synergies expected from ev3's acquisition of Chestnut or delays in realization thereof; delays and challenges in integrating Chestnut's business into ev3's; operating costs and business disruption following the acquisition, including adverse effects on employee retention and on business relationships with third parties, including physicians, providers and distributors; ev3's future operating results and financial performance, fluctuations in foreign currency exchange rates, the effect of the current global economic crisis, the timing of product regulatory approvals and introduction of new products, market acceptance of new products, success of clinical testing, availability of third party reimbursement, impact of competitive products and pricing and effect of regulatory actions. More detailed information on these and additional factors that could affect ev3's actual results are described in ev3's filings with the Securities and Exchange Commission, including its most recent annual report on Form 10-K and subsequent quarterly report on Form 10-Q. Except as required by law, ev3 undertakes no obligation to update publicly its forward-looking statements.
Use of Non-GAAP Financial Measures
To supplement ev3's consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP), ev3 uses certain non-GAAP financial measures in this release, such as "non-GAAP EPS." Although ev3 typically provides reconciliations of its non-GAAP financial measures to the most comparable U.S. GAAP measures, ev3 has not done so in this release because of the uncertainty at this time in forecasting the timing and amount of future amortization and other charges as a result of ev3's acquisition of Chestnut, such as the anticipated charges associated with the accounting treatment of the contingent milestone payment. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for ev3's financial results prepared in accordance with GAAP.