UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
__________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported) July
8, 2009
ICU
MEDICAL, INC.
(Exact
name of registrant as specified in its charter)
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DELAWARE
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0-19974
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33-0022692
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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951
Calle Amanecer, San Clemente, California
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92673
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(Address
of principal executive offices)
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(Zip
Code)
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(949)
366-2183
Registrant’s
telephone number, including area code
NA
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry Into a Material
Definitive Agreement.
On July
8, 2009, ICU Medical, Inc. (“ICU Medical”) entered into a definitive asset
purchase agreement (the “Asset Purchase Agreement”) with Hospira, Inc.
(“Hospira”), ICU Medical’s largest customer.
Pursuant
to the terms of the Asset Purchase Agreement, ICU Medical has agreed to purchase
the commercial rights and physical assets of Hospira’s critical care product
line for approximately $35 million in cash. The transaction is
expected to close during the third quarter of 2009 and is subject to certain
closing conditions.
ICU
Medical and Hospira are parties to a previously reported Manufacturing,
Commercialization and Development Agreement, dated February 25, 2005, as amended
(the “MCDA”), pursuant to which ICU Medical manufactures certain products in
Hospira’s critical care product line for sale to Hospira. As a
condition to the closing of the transaction, ICU Medical and Hospira will enter
into a Release Agreement to release each other from certain obligations under
the MCDA.
The Asset
Purchase Agreement also provides that as a condition to the closing of the
transaction, ICU Medical and Hospira will enter into (i) a Manufacturing
Agreement, pursuant to which Hospira or one of its subsidiaries will continue to
manufacture and supply certain critical care products to ICU Medical until
December 31, 2010, and (ii) a Transition Services Agreement, pursuant to which
Hospira or one of its subsidiaries will provide certain services related to the
critical care product line to ICU Medical for a period of up to 18
months.
On July
9, 2009, ICU Medical and Hospira issued a joint press release announcing the
entry into the Asset Purchase Agreement. A copy of the press release
is furnished as Exhibit 99.1.
Item
9.01 Financial Statements and
Exhibits.
(d) Exhibits
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99.1
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Press
release dated July 9, 2009.
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* * *
This
Current Report on Form 8-K 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 contain
words such as “will,” “expect,” “believe,” “could,” “would,” “estimate,”
“continue,” “build,” “expand” or the
negative thereof
or comparable terminology, and may include (without limitation) information
regarding ICU Medical’s expectations, goals or intentions regarding the future,
including statements regarding the expectation that the transaction will close
during the third quarter of 2009; the entry into additional agreements by the
parties; and the terms and conditions of the transaction. These forward-looking
statements are subject to risks
and uncertainties that could cause actual results and events to differ
materially from those stated in the forward-looking statements. These risks and
uncertainties include (without limitation) the satisfaction of the closing
conditions set forth in the Asset Purchase Agreement; the possibility that the
transaction will not close or that the closing will be delayed; and the effect
of the economy on our business. Other factors that could cause actual results to
differ are discussed in ICU Medical’s Annual Report on Form 10-K for the year
ended December 31, 2008; its Quarterly Report on Form 10-Q for the quarter ended
March 31, 2009 and in other current and periodic reports filed from time to time
with the Securities and Exchange Commission. Forward-looking statements
contained in this Current Report on Form 8-K are made only as of the date
hereof, and ICU Medical undertakes no obligation to update or revise the
forward-looking statements, whether as a result of new information, future
events or otherwise.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: July
9, 2009
ICU
MEDICAL, INC.
/s/Scott E.
Lamb
Scott
E. Lamb
Secretary,
Treasurer and
Chief
Financial Officer
EXHIBIT
INDEX
Exhibit Description
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99.1
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Press
release dated July 9,
2009.
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Exhibit
99.1
ICU
Medical, Inc. to Acquire
Hospira’s
Critical Care Product Line
ICU
Expects Acquisition to be Accretive to 2009 Earnings
Hospira
to Focus Future Growth and Innovation in Streamlined Product Line
SAN
CLEMENTE, Calif., and LAKE FOREST,
Ill.—July 09, 2009—ICU Medical, Inc., (Nasdaq: ICUI), a leading low-cost
manufacturer of safe medical connectors, custom medical products and critical
care devices, announced today that it has entered into a definitive purchase
agreement to acquire the commercial rights and physical assets of Hospira,
Inc.’s (NYSE: HSP) critical care product line for approximately $35 million in
cash. The acquisition is expected to close during the third quarter of
2009.
“This
acquisition creates a long-term growth opportunity for ICU Medical and positions
us to improve gross margins and earnings by controlling all aspects of the
critical care product line,” said Dr. George Lopez, Chairman and President of
ICU Medical. “We have been manufacturing the majority of Hospira’s
critical care offerings for over four years and Hospira continues to be a very
important partner for our company. Hospira’s recent internal initiatives have
created a good opportunity for us to acquire this business. This transaction
will enable us to completely control worldwide commercial responsibility for the
critical care products including sales, marketing, customer contracting and
distribution.”
“This
agreement advances Hospira's Project Fuel optimization efforts to simplify our
product line,” said Christopher B. Begley, Chairman and Chief Executive Officer
of Hospira. “It will enable an even greater focus on Hospira's core strategic
areas of specialty injectable pharmaceuticals (SIP) and medication management
systems (MMS), driving innovation and growth in these key businesses. The strong
partnership between Hospira and ICU Medical, combined with ICU Medical's
strength in the critical care market, will also make this transition a smooth
one for customers, and will facilitate continued availability and future
investment in these important critical care products.”
In 2005,
Hospira and ICU Medical entered into a strategic manufacturing,
commercialization and development agreement for Hospira’s critical care product
line. As part of this previous agreement, ICU Medical also purchased Hospira's
Salt Lake City facility where the majority of Hospira's critical care products
are produced. Upon completion of the acquisition announced today, ICU Medical
will gain complete control of Hospira's critical care product line and acquire
the commercial rights to the products. To help facilitate the transition process
for Hospira’s customers and employees, the two companies are entering into
transitional services agreements for up to 18 months.
Dr. Lopez
added, “We will continue to deliver the critical care products to the existing
customer base and we believe we are in a good position to increase overall
market penetration of these products by leveraging our existing customers as
well as strategic partnerships. We believe our leading low-cost
manufacturing combined with our expanding sales team positions us to profitably
increase our market share in critical care.”
Scott
Lamb, ICU Medical's Chief Financial Officer, said, “Our strong cash flow and
balance sheet enable us to increase our product offerings and further expand our
geographic footprint both organically and through strategic
acquisitions. This acquisition is a natural progression for our
company in the critical care market and we are very pleased with the long-term
opportunities it provides.”
ICU
Medical ended the first quarter with a very strong balance sheet. As of March
31, 2009, cash, cash equivalents and investment securities totaled $141.9
million, it had no long-term debt, and working capital was $170.1 million.
Additionally, ICU Medical achieved operating cash flow of $19.8 million for the
first quarter of 2009.
ICU
Medical Fiscal Year 2009 Guidance
ICU
Medical expects this acquisition to be accretive to its earnings in
2009. It will update full year 2009 revenue and earnings guidance on
its second-quarter earnings call, currently scheduled for the third week of
July, 2009.
About ICU Medical,
Inc.
ICU
Medical, Inc. (Nasdaq:ICUI) is a leader in the development, manufacture and sale
of proprietary, disposable medical connection systems for use in vascular
therapy applications. ICU Medical’s devices are designed to protect patients
from catheter related bloodstream infections and healthcare workers from
exposure to infectious diseases through accidental needle sticks or hazardous
drugs. It is also a leader in the production of custom I.V. systems and
incorporates proprietary products into many of those custom I.V. systems. For
more information, visit www.icumed.com.
About
Hospira
Hospira,
Inc. is a global specialty pharmaceutical and medication delivery company
dedicated to Advancing Wellness™. As the
world leader in specialty generic injectable pharmaceuticals, Hospira offers one
of the broadest portfolios of generic acute-care and oncology injectables, as
well as integrated infusion therapy and medication management solutions. Through
its products, Hospira helps improve the safety, cost and productivity of patient
care. The company is headquartered in Lake Forest, Ill., and has more than
14,000 employees. Learn more at www.hospira.com.
Forward-Looking
Statement
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 contain words such as “will,”
“expect,” “believe,” “could,” “would,” “estimate,” “continue,” “build,” “expand”
or the negative thereof or comparable terminology, and may include (without
limitation) information regarding ICU Medical’s or Hospira’s expectations,
market penetration, goals or intentions regarding the future, including, but not
limited to, ICU Medical’s expectation that the acquisition will be accretive to
its earnings in 2009; the creation of long-term growth opportunities for ICU
Medical and its positioning for improvements to its gross margins and earnings;
ICU Medical’s ability to control worldwide commercial responsibility for its
critical care products; the belief that the strong partnership between ICU
Medical and Hospira and ICU Medical’s strength in the critical care market will
make the transition smooth for customers and will facilitate continued
availability and future investment in critical care products; ICU Medical’s
continued delivery of critical care products and positioning to increase its
overall market penetration; the profitable increase of ICU Medical’s market
share in critical care; the expectation that the acquisition will close in the
third quarter of 2009. These forward-looking statements are based on current
expectations, estimates, forecasts and projections and assumptions believed to
be reasonable by the management of the party making such statements, all of
which are subject to risks and uncertainties that could cause actual results and
events to differ materially from those stated in the forward-looking statements.
These risks and uncertainties include, but are not limited to: growing or
declining demand for our products; investments in strategic growth; continued
growth; third-party regulations or approvals; increased competition; unforeseen
litigation or outcomes of litigation and improving efficiencies. Future results
are subject to risks and uncertainties, including the risk factors, and other
risks and uncertainties described in ICU Medical’s and Hospira’s respective
filings with the Securities and Exchange Commission, including the respective
Annual Reports on Form 10-K for the year ended December 31, 2008, Quarterly
Reports on Form 10-Q for the quarter ended March 31, 2009 and other current and
periodic reports filed with or furnished to the Securities and Exchange
Commission from time to time. Forward-looking statements contained in this press
release are made only as of the date hereof, and ICU Medical and Hospira
undertake no obligation to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise.
###
Contacts:
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ICU
Medical
Media
and Financial Community
ICU
Medical, Inc.
Scott
Lamb, Chief Financial Officer
(949)
366-2183
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Hospira
Media
Tareta
Adams
(224)
212-2535
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ICR,
Inc.
John
Mills, Senior Managing Director
(310)
954-1100
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Financial
Community
Karen
King
(224)
212-2711
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