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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest
event reported) November 26, 1997
CONMED CORPORATION
(Exact name of registrant as specified in its charter)
NY 0-16093 16-0977505
(State of (Commission File Number) (IRS Employer
incorporation) Identification No.)
310 Broad Street, Utica, New York 13501
(Address of principal executive offices) (Zip Code)
(315) 797-8375
(Registrant's telephone number,
including area code)
NA
(Former name or former address, if changed since last report)
Item 1. Not Applicable.
Item 2. Other Events.
On November 26, 1997, CONMED Corporation agreed to acquire all the
issued and outstanding shares of Common Stock of Linvatec Corporation, a Florida
corporation, and certain related assets. CONMED Corporation's press release
announcing the acquisition is attached hereto as Exhibit 1, which is
incorporated by reference herein.
Items 3-6. Not Applicable.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
1. Press release dated November 26, 1997.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CONMED CORPORATION
By /s/ Robert D. Shallish, Jr.
Name: Robert D. Shallish, Jr.
Title: Vice President - Finance
Date: November 28, 1997
EXHIBIT 1
NEWS
CONMED CORPORATION
310 BROAD STREET
UTICA, NEW YORK 13501
CONTACT: CONMED CORPORATION
ROBERT D. SHALLISH, JR.
VICE PRESIDENT-FINANCE
315-797-8375 EXT. 2219
CONMED CORPORATION TO ACQUIRE LINVATEC FROM BRISTOL-
MYERS SQUIBB COMPANY
UTICA, N.Y., November 26, 1997 - CONMED Corporation (NASDAQ: CNMD) announced
today that it has signed a stock and asset purchase agreement with Bristol-Myers
Squibb Company (NYSE: BMY) pursuant to which CONMED will acquire Linvatec
Corporation, a wholly-owned subsidiary of Bristol-Myers Squibb, and certain
assets relating to Linvatec's international business and Hall Surgical business
for $370 million in cash. In addition, Bristol-Myers Squibb will receive a ten
year warrant to purchase one million shares of CONMED common stock at an
exercise price equal to 130% of CONMED's 15-day average closing price prior to
closing. CONMED will be raising the cash portion of the purchase price through
borrowings.
Linvatec, with revenues in excess of $215 million in 1996, is a leading medical
surgical device company specializing in the design, manufacture and worldwide
distribution of arthroscopy products and powered instruments. It has
manufacturing plants in Largo, Florida, and San Dimas and Santa Barbara,
California, and employs approximately 850 people. Linvatec has a broad
arthroscopy product line with significant offerings in the arthroscopic
resection, procedure-specific, imaging and fluid management product areas.
Linvatec's arthroscopy products are used primarily by orthopaedic surgeons while
its powered instruments are used by a broad cross-section of surgeons in the
orthopaedic, oral/maxillofacial, otolaryngologic, thoracic, plastic and
reconstructive, podiatric and neurosurgical fields. Additionally, CONMED and a
wholly-owned subsidiary of Bristol-Myers Squibb, Zimmer, Inc., have entered
into a distribution agreement relating to certain Linvatec and Hall Surgical
products in the United States and various countries worldwide.
The acquisition will be accounted for using the purchase method of accounting
and is expected to close by year-end 1997. CONMED anticipates taking a one-time
charge at closing in connection with the transaction. The transaction is
expected to be accretive to CONMED's 1998 consensus earnings estimates. Once
fully integrated, it is expected that the transaction will be further accretive
to the Company's 1999 consensus earnings estimates. Consummation of the
acquisition is subject to expiration of the waiting period under the
Hart-Scott-Rodino Anti Trust Improvements Act and to the satisfaction of other
conditions typical to acquisition transactions.
Eugene R. Corasanti, Chairman of the Board, President and Chief Executive
Officer of CONMED, said: "Linvatec's product offering provides CONMED with a
leadership position in the key areas of arthroscopic resection products, fluid
systems, procedure-specific products, imaging products, and large bone, small
bone and specialty powered instruments. CONMED also expects to benefit from
Linvatec's international capabilities through access to the higher growth
international markets for both CONMED and Linvatec products. In addition, we
welcome the Linvatec employees to the CONMED team and are extremely pleased that
Linvatec management will be joining our team and working to integrate these two
leading medical device companies."
CONMED is a leading provider of advanced electrosurgical systems and
electrocardiogram electrodes and accessories. CONMED also manufactures and
markets a line of instruments for use in minimally-invasive surgical procedures,
products for intravenous therapy, and surgical suction instruments. CONMED's
products are used in a variety of clinical settings, such as operating rooms,
physicians' offices and critical care areas of hospitals. CONMED has used
strategic business acquisitions to increase its market share in certain product
lines, broaden its product offerings and realize economies of scale. The Company
has successfully completed and integrated seven significant business
acquisitions, not including the current transaction.
Certain statements contained above are forward-looking and may involve risk and
uncertainties, including, but not limited to, the interim effects of
consolidating the Linvatec business.
SOURCE: CONMED Corporation