MELBOURNE, Australia,
Nov. 25, 2013 /PRNewswire/ -- Ansell
Limited (ASX: ANN), a global leader in protection solutions, today
announces that it has reached an agreement to acquire BarrierSafe
Solutions International ("BarrierSafe"), a leading North American
provider of single-use gloves, for a total consideration of
approximately US$615 million, subject
to certain adjustments (the "Acquisition"), from Odyssey Investment
Partners and others. Founded in 1987, BarrierSafe has sales of
approximately US$290 million per
annum. With the Acquisition, Ansell further expands its position in
the hand protection market in North
America and continues to implement its strategy to create
shareholder value through organic and acquisition driven
growth.
The agreement is subject to U.S. anti-trust clearance and
customary closing conditions. It is expected to complete during the
first quarter of calendar year 2014.
The Acquisition and associated transaction costs will be funded
by a committed debt facility of US$300
million as well as the raising of new equity through a
fully-underwritten private placement of A$338 million (US$308
million[1]) and a portion of a non-underwritten share
purchase plan (SPP) of up to A$100
million (US$91 million[1]) to
all eligible shareholders in Australia and New
Zealand.
"The acquisition of BarrierSafe is a rare opportunity to
strengthen the position of Ansell in the core North American
single-use glove market and will further enhance our position as
the global leader in hand protection solutions," said Magnus Nicolin, Chief Executive Officer and
Managing Director at Ansell. "The acquisition represents another
strategic move in fulfilling our growth objectives in target
industry verticals and is consistent with our disciplined approach
to mergers and acquisitions, with an EBITDA multiple similar to
that paid by Ansell in other recent transactions. I am also
delighted to confirm that BarrierSafe CEO Michael Mattos and COO/CFO Joseph Kubicek will become part of the Ansell
leadership team on completion of the transaction, and I expect
BarrierSafe senior management to play important roles in the
success of the combined business going forward."
BarrierSafe is the leading North American provider of single-use
gloves to core Ansell growth verticals like Industrial, Auto
Aftermarket, Emergency Medical Services, Dental and Life Sciences,
all under the flagship brand Microflex®. BarrierSafe also
manufactures and distributes a market leading range of Onguard™
branded protective footwear. BarrierSafe has approximately 250
employees in locations across North
America and Southeast
Asia.
Ansell expects to achieve significant cost synergies primarily
from supply chain savings as well as increased revenue
opportunities from cross-selling and vertical development.
On a normalised basis, excluding non-recurring costs
(transaction costs and one-time integration expenses), the
acquisition is expected to be accretive to EPS in the low-single
digit % in F'14 and in the mid-single digit % in F'15.
After including non-recurring costs the acquisition is expected
to be marginally dilutive to reported EPS in F'14 and accretive to
reported EPS by a low-to-mid-single digit % in F'15.
UBS is acting as the sole financial adviser to Ansell, and
Drinker Biddle & Reath LLP and Baker & McKenzie are its
legal advisers.
Ansell will host an investor webcast to discuss further details
of the acquisition on 26 November
2013 at 10:30am (AEDT) /
25 November 2013 at 6:30pm (US EST), and 11.30pm (London GMT). To access this webcast,
please refer to the following information:
- Primary dial-in #'s:
US and Canada: 866-3188-616 (toll
free)
Australia: 1800-002-971 (toll
free) / +61(0)2-8223-9376
- Country specific international dial-in #'s:
http://www.btconferencing.com/globalaccess/?bid=288_attended
- Participant passcode: 21707471
- Webcast Link: http://www.media-server.com/m/p/yk2jxudb
Important Notice
This press release does not
constitute an offer to sell, or a solicitation of an offer to buy,
securities in the United States or
any other jurisdiction. Any securities described in this press
release have not been, and will not be, registered under the U.S.
Securities Act of 1933 ("US Securities Act"). The securities to be
offered and sold in the Placement may not be offered or sold in
the United States except pursuant
to an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and applicable
US state securities laws. The securities to be offered and sold in
the SPP will only be offered and sold to eligible shareholders in
Australia and New Zealand in offshore transactions in
reliance on Regulation S under the US Securities Act.
Future performance
This press release contains
certain "forward-looking statements". The words "expect",
"anticipate", "estimate", "intend", "believe", "guidance",
"should", "could", "may", "will", "predict", "plan" and other
similar expressions are intended to identify forward-looking
statements. Indications of, and guidance on, future earnings and
financial position and performance are also forward-looking
statements. Forward-looking statements, opinions and estimates
provided in this press release are based on assumptions and
contingencies which are subject to change without notice, as are
statements about market and industry trends, which are based on
interpretations of current market conditions.
Forward-looking statements, including projections, guidance on
future earnings and estimates, are provided as a general guide only
and should not be relied upon as an indication or guarantee of
future performance. This press release contains such statements
that are subject to risk factors associated with the healthcare,
equipment and supplies industry. It is believed that the
expectations reflected in these statements are reasonable, but they
may be affected by a range of variables which could cause actual
results or trends to differ materially. No representation, warranty
or assurance (express or implied) is given or made in relation to
any forward-looking statement by any person including Ansell. In
particular, no representation, warranty or assurance (express or
implied) is given that the occurrence of the events expressed or
implied in any forward-looking statements in this press release
will actually occur. Actual results, performance or achievement may
vary materially from any projections and forward-looking statements
and the assumptions on which those statements are based. The
forward-looking statements in this press release speak only as of
the date of this press release. Subject to any continuing
obligations under applicable law or any relevant ASX listing rules,
Ansell disclaims any obligation or undertaking to provide any
updates or revisions to any forward-looking statements in this
press release to reflect any change in expectations in relation to
any forward-looking statements or any change in events, conditions
or circumstances on which any such statement is based. Nothing in
this press release will under any circumstances create an
implication that there has been no change in the affairs of Ansell
since the date of this press release.
About Ansell
Ansell is a world leader in providing
superior health and safety protection solutions that enhance human
well-being.
With operations in North
America, Latin
America/Caribbean, EMEA and
Asia, Ansell employs more than
13,000 people worldwide and holds leading positions in the personal
protective equipment and medical gloves market, as well as in the
sexual health and well-being category worldwide. Ansell operates in
four main business segments: Medical Solutions, Industrial
Solutions, Specialty Markets and Sexual Wellness.
Information on Ansell and its products can be found at
www.ansell.com.
Microflex is a registered trademark owned by Microflex
Corporation. Onguard is a trademark owned by Onguard Industries
LLC. © 2013 Ansell Limited. All Rights Reserved.
[1] Assumes AUDUSD exchange rate of 0.91