Merit Medical Systems, Inc. · NASDAQ:MMSI
Merit Medical Systems — Merger or Acquisition (May 2010)
21 slides from Merit Medical Systems's merger presentation, May 17, 2010
Slide 1: Acquisition of BioSphere Medical
Acquisition of BioSphere Medical NASDAQ: MMSI May 2010
Slide 2: Forward Looking Statements
Forward Looking Statements Statements contained in this release which are not purely historical, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are subject to risks and uncertainties such as those described in Merit's Annual Report on Fo
Slide 3: Merit Medical Focus
Merit Medical Focus Merit designs, manufactures and markets single-use products for use in: Interventional Radiology Interventional Cardiology Gastroenterology Stand-alone Imaging Centers 3
Slide 4: Merit Medical Highlights
Merit Medical Highlights Broad and Diversified Product Offering History of Internal Product Development Expansive Patent Portfolio Global Footprint Highly Trained Direct Sales Force in Key Markets Manufacturing and Regulatory Excellence Market Driven Innovation Experienced Management Track Record of
Slide 5: Track Record of Other Successful Acquisitions
Track Record of Other Successful Acquisitions 6 $0.00 $5.00 $10.00 $15.00 $20.00 $25.00 $30.00 1/4/1999 6/1/2000 11/2/2001 4/4/2003 9/2/2004 2/1/2006 7/3/2007 11/28/2008 4/30/2010 Stock Price 06/02/2009: Hatch Medical LLC, EnSnare ® Assets 02/19/2009: Biosearch Medical Products Inc., Two Products 02
Slide 6: Track Record of Other Successful Acquisitions
Track Record of Other Successful Acquisitions 06/02/2009: Hatch Medical LLC, EnSnare® Assets 02/19/2009: Biosearch Medical, Two Products 02/18/2009: Alveolus, Inc. 11/02/2007: Vascon, Catheter Assets 02/27/2007: Datascope, ProGuide Products 04/10/2006: Hypoguard USA, Scalpel Business 03/31/2006: Mil
Slide 7: Merit Medical Strategic Objectives
Merit Medical Strategic Objectives Increase addressable market opportunity Expand offering to targeted call points Advancing technology base Leverage global sales channels Create product pull-through Increase margins Maximize profitability and cash flow Participate in emerging procedural opportuniti
Slide 8: BioSphere – Strong Strategic Fit
BioSphere – Strong Strategic Fit Increase Addressable Market Adds approximately $1 billion of addressable market potential in women’s health and interventional oncology Utilize Merit’s global sales channels to expand market penetration Leverage Sales Channels Embolotherapy procedures utilize numerou
Slide 9: Terms of Acquisition Agreement
Terms of Acquisition Agreement All cash transaction $4.38 per share of BioSphere Medical Equity Value: $96 million Enterprise Value: $86 million NOL of $77 million Transaction is scheduled to close in Q3 2010, subject to shareholder approval and other customary closing conditions Transaction expecte
Slide 10: Cost Synergies
Cost Synergies Executive Staff Sales and Marketing Accounting Public Company Costs Customer Service Headquarters Human Resources Information Systems Consultants Travel Allowance Logistics Trade Shows PMA Clinical Trial Expense ($3 m) Net Cost synergies $12 m $15 m 11
Slide 11: BioSphere Medical Company Overview
BioSphere Medical Company Overview Company Leader in Embolotherapy for UFE Founded 1993 Headquarters: Rockland, MA Manufacturing: Roissy, France 88 global employees Markets Platform technology applicable to multiple therapeutic areas with compelling market sizes UFE market est. $650M Liver cancer op
Slide 12: Embolics Are a Platform Technology
Platform Technology Embolics Are a Platform Technology First embolic cleared by FDA for UFE Most clinically studied spherical embolic Calibrated sphere / targeted delivery Polymer charge may promote cell adhesion EmboSphere Drug delivery platform Highly compressible Conformable Bonds ionically with
Slide 13: Merit Sales Channel Leverage
Merit Sales Channel Leverage Distributor Coverage 14 Extensive Leverage via Merit’s Global Sales and Distribution Channels U.S. – 96 Direct Reps E.U. – 30 Direct Reps Global – 174 Dealers and OEM Division Direct Sales Territories
Slide 14: Growth Opportunity: Interventional Oncology
Growth Opportunity: Interventional Oncology 600k annual new cases of liver cancer (HCC) globally Growing international adoption of embolotherapy Shipments to China commenced Q1 2008 Drug-eluting embolization a highly targeted, minimally invasive treatment alternative HepaSphere CE Marked for deliver
Slide 15: Growth Opportunity: Interventional Urology
Growth Opportunity: Interventional Urology Benign Prostatic Hyperplasia (BPH) expands addressable market opportunity 8.4 million “watchfully waiting” patients in the United States EmboSphere has demonstrated clinical efficacy U.S. IDE study contemplated Embolotherapy for BPH - $110 Million Opportuni
Slide 16: Pro Forma Company Snapshot
Pro Forma Company Snapshot Merit Medical BioSphere Medical Pro Forma Revenues (2009 A) US International Gross Margin (2009 A) 42% 76% 44%* 2009 Growth rate 13% 7% 13% Distribution 96 Direct Reps (US) 30 Direct Reps (OUS) 174 dealer organizations Global OEM division 21 Reps (US) 2 Reps (France) Nippo
Slide 17: Significant Financial Opportunities
Significant Financial Opportunities Near-Term Cost Synergies Consolidate U.S. headquarters Rationalize SG&A Purchasing contracts/supply chain management Longer-Term Opportunities Leverage technology for future product lines Launch of QuadraSphere with Doxorubicin in U.S. Revenue Synergies Integrate
Slide 18: Financial Guidance
Financial Guidance 19 Revenue $283-291 m Deal Costs $3.3 m $28.3 m Severance $5.0 m Inventory mark-up $2.0 m Total $10.3 m EPS $0.85-$0.89 $0.04-$0.05 EBIDA $51m $8m NOL Cash Benefit $1.3m * First full year of operation Merit Alone 2010 Deal Costs 2010 Biosphere’s 2011 Impact* (additional $0.07 non-
Slide 19: Pro Forma Balance Sheet
Pro Forma Balance Sheet ($ in thousands) December 2010 Assets Cash & Equivalents $12,000 Total Assets $385,000 Liabilities Debt* $92,000 Total Liabilities $149,000 Total Liabilities & Equity $385,000 20 * Reflects $32 million unused credit facility balance
Slide 20: CEO Perspective
CEO Perspective Complementary Strategic Fit Leverages call points to drive product leverage Merit’s sales channels expand market penetration New products drive higher consolidated margins No gaps in manufacturing and R&D excellence A fair value acquisition with extensive diligence by Merit Significa
Slide 21: AY SHED ICON
AY SHED ICON
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