ICU Medical Inc. To Acquire The Hospira Infusion Systems Business From Pfizer Inc. For $1 Billion In Cash And Stock

ICU Medical’s financial advisors for the transaction were Barclays and Wells Fargo Securities, LLC, and Latham & Watkins acted as its legal advisor. Goldman, Sachs & Co. and Guggenheim Securities served as Pfizer’s financial advisors for the transaction, while Skadden, Arps, Slate, Meagher & Flom LLP and Ropes & Gray LLP served as its legal advisors.

ICU Medical Inc. (link is external)(NASDAQ:ICUI (link is external)) and Pfizer Inc. (link is external) (NYSE:PFE (link is external)) today announced that they have entered into a definitive agreement under which ICU Medical will acquire all of Pfizer’s global infusion therapy business, Hospira Infusion Systems (HIS), for $1 billion in cash and stock. The Hospira Infusion Systems business includes IV pumps, solutions, and devices that, when combined with ICU Medical’s existing businesses, will create a leading pure-play infusion therapy company, with estimated pro forma combined revenues of approximately $1.45 billion based on trailing twelve month results as of June 2016.

Under the terms of the agreement, Pfizer will receive approximately $400 million in newly issued shares of ICU Medical common stock and $600 million in cash from ICU Medical subject to customary adjustment for net working capital. Upon completion of the transaction, which the companies expect to occur in the first quarter of 2017 subject to customary closing conditions including required regulatory approvals, Pfizer will own approximately 16.6 percent of ICU Medical. In addition, so long as Pfizer continues to hold 10% or more of ICU Medical’s common equity, it will have the right to nominate one director to the company’s board of directors in ICU Medical’s proxy materials, and Pfizer has agreed to certain restrictions on transfer of its shares for at least 18 months.

John Young, Group President of Pfizer Essential Health commented, “We are pleased that Hospira Infusion Systems is combining with ICU Medical, and we believe the combined company will be well positioned in the marketplace to deliver value to customers through its strong product portfolio and the expertise of colleagues from both companies. I’m proud of the Hospira Infusion Systems team and their positive impact on patients around the world.”

The acquisition complements ICU Medical’s existing business by creating a company that has a complete IV therapy product portfolio from solutions to pumps to non-dedicated infusion sets, and gives the company a significantly enhanced global footprint and a platform for continued competitiveness and growth. With an integrated product offering, ICU Medical will hold industry-leading positions in key segments and have access to the full US infusion marketplace with a compelling product portfolio.

In Dominican Republic, Pellerano & Herrera has advised ICU Medical Inc. with Luis R Pellerano (Picture), Mariangela Pellerano Carolina León.

Latham & Watkins LLP has advised ICU Medical Inc with Charles Ruck, Thomas Christopher, Amanda Reeves, Steven Chinowsky, Ben Haas, Gregory Hannibal, Karl Mah, Michelle Carpenter, Catherine Drinnan, Stacey Rosenberg, Glenn Collyer, Hillary Shalla, Michele Johnson, Eric Volkman, Darryl Steensma, Eliot Choy, Daniel Rees, Barbara Swensied, Nima Movahedi, Philip Houten, Anand Gandhi, Amro Suboh, Eliot Choy, Jia Huang, Zhong-Min Hu, Chad Jennings, Lauren Malatesta, Aoife McCabe, Hannah Cary, Aaron Friberg, Meagan Licata, Kristin Murphy and Erin Brown Jones.

Baker & McKenzie has advised ICU Medical Inc with Darcy Down and Marcos Basso.

Skadden, Arps, Slate, Meagher & Flom Hospira Infusion Systems de Pfizer Inc. with Kenneth Wolff, Paul Schnell, Resa Schlossberg, Sally Thurston, Stacy Kanter, Steven Messina, Andrew Woodard, Adam Waitman, Berit Freeman and Dohyun Kim.

Ropes & Gray has advised Hospira Infusion Systems de Pfizer Inc. with Ruchit Patel, Michael McFalls, Jonathan Klarfeld and Helen Croke.

 

Involved fees earner: Mariangela Pellerano – Pellerano & Herrera; Luis Pellerano – Pellerano & Herrera; Carolina León – Pellerano & Herrera; Ruchit Patel – Ropes & Gray; Michael McFalls – Ropes & Gray; Jonathan Klarfeld – Ropes & Gray; Helen Croke – Ropes & Gray; Kenneth Wolff – Skadden Arps Slate Meager & Flom; Paul Schnell – Skadden Arps Slate Meager & Flom; Stacy Kanter – Skadden Arps Slate Meager & Flom; Adam Waitman – Skadden Arps Slate Meager & Flom; Dohyun Kim – Skadden Arps Slate Meager & Flom; Resa Schlossberg – Skadden Arps Slate Meager & Flom; Andrew Woodard – Skadden Arps Slate Meager & Flom; Sally Thurston – Skadden Arps Slate Meager & Flom; Steven Messina – Skadden Arps Slate Meager & Flom; Berit Freeman – Skadden Arps Slate Meager & Flom; Charles Ruck – Latham & Watkins; Thomas Christopher – Latham & Watkins; Michele Johnson – Latham & Watkins; Daniel Rees – Latham & Watkins; Anand Gandhi – Latham & Watkins; Amro Suboh – Latham & Watkins; Amanda Reeves – Latham & Watkins; Steven Chinowsky – Latham & Watkins; Darryl Steensma – Latham & Watkins; Eliot Choy – Latham & Watkins; Hui Huang – Latham & Watkins; Benneville Haas – Latham & Watkins; Gregory Hannibal – Latham & Watkins; Karl Mah – Latham & Watkins; Michelle Carpenter – Latham & Watkins; Lauren Malatesta – Latham & Watkins; Aoife McCabe – Latham & Watkins; Hannah Cary – Latham & Watkins; Catherine Drinnan – Latham & Watkins; Glen Collyer – Latham & Watkins; Miles Jennings – Latham & Watkins; Aaron Friberg – Latham & Watkins; Hilary Shalla – Latham & Watkins; Eric Volkman – Latham & Watkins; Erin Brown Jones – Latham & Watkins; Kristin Murphy – Latham & Watkins; Darcy Down – Baker & McKenzie; Marcos Basso – Baker & McKenzie;

Law Firms: Pellerano & Herrera; Ropes & Gray; Skadden Arps Slate Meager & Flom; Latham & Watkins; Baker & McKenzie;

Clients: Pfizer; ICU Medical Inc.;

 

Avatar

Author: Ambrogio Visconti.