Owens & Minor (O&M; Richmond, Virginia) reported that it has signed a definitive agreement to acquire certain assets and liabilities of The Burrows Company (Wheeling, Illinois), a privately-held distributor of medical and surgical supplies to the acute-care market. For the year ended Dec. 31, 2007, Burrows reported revenues of $603 million.
O&M will pay $30.2 million for the net assets of The Burrows Company and will assume the company's debt. The final purchase price will be subject to certain post-closing adjustments. The acquisition is expected to be slightly dilutive to O&M's earnings for the remainder of 2008. However, the company's guidance for diluted earnings per share for 2008, including the impact of the acquisition, remains unchanged at $2.30 to $2.40.
"Burrows is strong in the Midwest region, where we're not as strong," Craig Smith, president/CEO of Owens & Minor, said during a conference call Wednesday.
Burrows is a distributor of medical and surgical supplies and was founded nearly 70 years ago. The company serves 950 customers.
"The acquisition of The Burrows Company, a large regional distributor with more than 75 years of experience in the acute-care market, is a strong geographic fit for Owens & Minor," Smith said. "[It] has a great reputation for customer service and operational excellence, and we are very excited about the prospect of bringing on this new business in the fall."
He added, "Based on the success of our most recent acquisition, we are preparing a conversion plan that will provide customers with an orderly transition. Once the transition is concluded, we expect to leverage the revenue base and introduce these customers to the benefit of our value-added programs and services, as well as our supply-chain management expertise."
The transaction is expected to close in the fall, pending regulatory approvals. Immediately following the close of the transaction, O&M will launch a conversion process designed to transition The Burrows Company customers to O&M's systems by the end of 2Q09. Subsequent to closing, O&M will provide additional detail on the transaction.
Questions were asked by conference call listeners regarding the amount of debt Owens & Minor would face regarding the purchase.
"We would assume the debt as of closing," James Bierman CFO of O&M. "As we've looked, say from year-end to the end of June, the amount of debt outstanding can range from $50 million to $60 million."
Nearly two years ago, Owens & Minor acquired McKesson's (San Francisco) acute-care business, McKesson Medical-Surgical, in a $170 million purchase agreement deal (Medical Device Daily, Aug. 18, 2006).
O&M is a distributor of national name-brand medical and surgical supplies and a healthcare supply-chain management company.
In other dealmaking activity:
• Solis Women's Health (Austin, Texas) reported that it has acquired Indianapolis Breast Center. The center, led by Dr. Lucia Spears and Dr. Phyllis Schmidt, has been serving patients in Central Indiana since 1982. A nationally recognized leader in women's health, Indianapolis Breast Center was one of the first centers in Indiana to offer dedicated breast care diagnostics, including breast MR.
CEO Brad Hummel said, "The acquisition of the Indianapolis Breast Center establishes Solis in another dynamic healthcare market and marks the first of several Solis initiatives underway in the Greater Midwest. By coupling Solis' comprehensive digital solution with the growing demand for breast MR, we expect to set the standard of care for women in the Indianapolis area for years to come."
Solis Women's Health is a specialized healthcare provider focused exclusively on the screening and diagnosis of breast cancer.
• GSI Group (Bedford, Massachusetts) reported the expiration of the initial offering period of the tender offer by its subsidiary Eagle Acquisition Corporation (EAC) for all outstanding shares of common stock of Excel Technology (East Setauket, New York). The initial offering period expired, as scheduled, at 12midnight, EDT, on Tuesday.
The depositary for the offer has advised GSI and EAC that, as of the expiration of the initial offering period, a total of nearly 8,571,831 shares were tendered to EAC and not withdrawn (not including shares delivered through notices of guaranteed delivery), representing nearly 78.6% of the outstanding common stock of Excel. EAC has accepted for payment all shares that were validly tendered during the initial offering period.
GSI also reported that EAC has commenced a subsequent offering period for all remaining shares of Excel common stock, to permit stockholders who have not yet tendered their shares to do so. This subsequent offering period will expire at 5p.m., EDT, on Aug. 26, unless further extended.
Any such extension will be followed by a public announcement no later than 9 a.m., EDT, on the next business day after the subsequent offering period was scheduled to expire.
The same $32-per-share price offered in the initial offering period will be paid during the subsequent offering period. All shares validly tendered during this subsequent offering period will be immediately accepted and payment will be made promptly, in accordance with the terms of the offer.
GSI Group supplies precision technology to the global medical, electronics and industrial markets and semiconductor systems.