Haemonetics Corporation completedthe acquisition of Cardiva Medical, Inc. on March 1, 2021.
March 28, 2021
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Haemonetics Corporation (NYSE:HAE) entered into a definitive agreement to acquire Cardiva Medical, Inc. for approximately $570 million on January 17, 2021. The purchase price shall be paid in cash. Under the terms of the agreement, Haemonetics will make an upfront cash payment of $475 million at closing and pay up to an additional $35 million in contingent consideration over the next two years, based on sales growth. The purchase price is subject to customary working capital and certain other adjustments. Haemonetics plans to finance this acquisition through a combination of cash, existing revolving credit facility and an additional $150 million term loan. The agreement also contains certain termination rights, including, among others, the right of either party to terminate the agreement if the transaction has not occurred by April 17, 2021 and the failure to consummate is not caused by a breach of the agreement by the terminating party. Following the transaction, Haemonetics debt to EBITDA ratio, as calculated in accordance with the terms set forth in Haemonetics existing Credit Agreement, is expected to be approximately 3.2. Certain of Cardivas employees will be entitled to change in control bonus payments under Cardivas employee retention plan provided that such employee remains employed by Cardiva immediately prior to the Closing. The transaction is subject to customary closing conditions including regulatory approvals. The transaction is not subject to a financing contingency. The transaction has been approved by shareholders of Cardiva. The transaction has been unanimously approved by the Boards of Directors of Haemonetics and Cardiva.
The deal is expected to be completed in the first quarter of calendar 2021. As of February 2, 2021, transaction is expected to close in fourth quarter of fiscal year 2021. The transaction is expected to be accretive to revenue growth, gross margins and adjusted gross margins. The acquisition is expected to deliver about $65 million to $75 million of revenue in the first fiscal year, expected to be dilutive to adjusted net earnings per diluted share by $0.15 to $0.20 in fiscal year 2022 and about neutral to adjusted net earnings per diluted share in fiscal year 2023. The acquisition is expected to deliver a rate of return on invested capital of 10% by year five. Moelis & Company LLC acted as financial advisor while DLA Piper acted as legal advisor for Haemonetics. J.P. Morgan Securities LLC acted as financial advisor and Cooley LLP acted as legal advisor for Cardiva.
Haemonetics Corporation (NYSE:HAE) completedthe acquisition of Cardiva Medical, Inc. on March 1, 2021.
Haemonetics Corporation is a global healthcare company. The Company provides a suite of medical products and solutions for customers to help them improve patient care and reduce the cost of healthcare. Its technology addresses three medical markets: blood and plasma component collection, the surgical suite, and hospital transfusion services. Its segments include Plasma, Blood Center, and Hospital. Its Plasma segment offers automated plasma collection systems, donor management software, and supporting software solutions that improve the donor experience at plasma collection centers. Its Blood Center segment offers a range of solutions that improve donor collection centers' ability to collect and separate blood components for transfusions. Its Hospital segment provides patient care and has four product lines: hemostasis management, vascular closure, cell salvage, and transfusion management. Its portfolio also includes fiber optic sensor technology in the interventional cardiology market.