DSM agrees to acquire Kensey Nash to strengthen its biomedical business
* DSM (NYSE Euronext: DSM KON) to offer USD 38.50 for each share of Kensey
Nash (NASDAQ: KNSY) in an all-cash transaction through a tender offer
* Total enterprise value of approximately USD 360 million (about â‚¬275 million)
* Kensey Nash existing guidance for its fiscal year ending June 2013: Net
sales USD 100 million; EBITDA USD 36 million.
* Offer price represents 33% premium to Kensey Nash's closing share price on
May 2, 2012
* Kensey Nash Board of Directors unanimously recommends the offer
* Kensey Nash is a leader in regenerative medicine and biomaterials R&D, with
world class manufacturing and strong strategic partnerships
* Strong strategic fit; acquisition will strengthen and complement DSM
Biomedical's business and capabilities
* Acquisition will put DSM Biomedical on the map as a new profitable growth
platform for DSM
* Acquisition EPS accretive from 2013 onwards
Royal DSM, the global Life Sciences and Materials Sciences company, announced
today that it has entered into a definitive agreement with Kensey Nash under
which DSM would acquire all the outstanding shares of common stock of Kensey
Nash through a cash tender offer, followed by a merger with a subsidiary of DSM,
for USD 38.50 in cash per share for total enterprise value of approximately USD
360 million. The transaction has been unanimously approved by both DSM's
Supervisory Board and Kensey Nash's Board of Directors. The agreed price
represents a premium of 33% to Kensey Nash's closing share price of USD 29.01 on
May 2, 2012. Subject to customary conditions, the transaction is expected to
close around the end of Q2 2012.
Kensey Nash is a US based, technology-driven biomedical company, primarily
focused on regenerative medicine utilizing its proprietary collagen and
synthetic polymer technology. It manufactures and sells medical device parts in
cardiology, orthopedic, sports medicine, spinal and general surgery.Â The
company is headquartered in Exton (Pennsylvania, USA) with approximately 325
employees. For Kensey Nash' s fiscal year ending June 30, 2012, Kensey Nash has
previously issued guidance for net sales of almost USD 90 million, growing to
about USD 100 million in its fiscal year ending June 2013, with EBITDA margins
Over 25 years ago Kensey Nash developed what is now the leading arterial closure
device in the world using resorbable collagen, synthetic polymer technologies
and device engineering expertise. The company has developed a large catalogue of
technologies that are used to create high-quality products and devices. Its
mechanical device, collagen processing, synthetic polymer, bone mineral,
extracellular matrix and other products provide a solid foundation to develop an
expansive variety of innovations in regenerative medicine.
The purchase by DSM of Kensey Nash will strengthen and complement DSM
Biomedical's business and capabilities, while clearly meeting DSM's financial
and strategic criteria. DSM Biomedical is one of three Emerging Business Areas
of DSM. DSM has an aspiration to realize â‚¬1 billion in sales by 2020 in its
combined Emerging Business Areas and this acquisition puts DSM Biomedical well
on track to meet its contribution to this aspiration. With the acquisition of
Kensey Nash, DSM Biomedical will be well-established as a profitable growth
platform. Earlier this year DSM established a joint venture for cellulosic bio-
ethanol with POET in its other growth platform, DSM Bio-based Products &
For DSM Biomedical the acquisition of Kensey Nash is an important step in
realizing its strategic ambition to build strong positions in bio-passive, bio-
active and bio-interactive materials. The acquisition will strengthen DSM
Biomedical's existing position in the market for bio-passive (medical coatings
and polymers) and the emerging market for bio-active (resorbable polymers and
drug delivery) materials. It will also provide DSM with a strong position and
pipeline of new technologies in the developing field of regenerative medicine
and tissue engineering (bio-interactive materials).
Kensey Nash has strong relationships with an attractive US customer base, which
will provide the opportunity to leverage DSM Biomedical's current portfolio. In
addition, DSM's customer base in Europe and Asia will offer attractive growth
opportunities for Kensey Nash's product portfolio.
Feike Sijbesma, CEO and Chairman of the DSM Managing Board, said: "As life
expectancy continues to increase and people want to remain physically active,
growth in the biomedical materials market is expected to remain high. Biomedical
is one of the key areas where DSM is able to fully leverage its unique science-
based expertise in Life Sciences and Materials Sciences. With this acquisition,
we are putting DSM Biomedical clearly on the map as the second new growth
platform for DSM in addition to our Bio-based Products & Services business as we
continue to create value for all stakeholders by providing innovative,
sustainable solutions to the world's greatest challenges."
Rob van Leen, Chief Innovation Officer of DSM, commented: "With the acquisition
of Kensey Nash we will significantly strengthen and broaden DSM Biomedical,
while our geographic reach will open up new markets for Kensey Nash's products.
I look forward to welcoming Kensey Nash's highly skilled team to DSM as we
continue to build our presence in biomedical materials."
Joe Kaufmann, President and CEO of Kensey Nash, said: "This transaction will not
only deliver significant value to our stockholders, but it will also be a great
event for our strategic partners, customers and employees. The combination of
DSM's unique expertise in Materials Sciences and our regenerative medicine
products and capabilities will allow DSM and Kensey Nash to innovate together
and further grow and expand the business."
Walter Maupay Jr., Chairman of the Board of Kensey Nash, said: "The Board of
Directors unanimously concluded that this transaction is in the best interests
of Kensey Nash and its stockholders.Â We believe this is a very positive outcome
for our stockholders and maximizes the value of Kensey Nash's regenerative
Under the terms of the merger agreement, the acquisition is structured as an
all-cash tender offer for all the outstanding shares of Kensey Nash common stock
to be followed by a merger as soon as possible.Â The Kensey Nash Board of
Directors has unanimously recommended that Kensey Nash stockholders accept the
offer and tender their shares into the offer when it is made. The tender offer
is expected to commence in May and subject to the satisfaction of customary
conditions, including the tender of a majority of the outstanding shares of
Kensey Nash common stock on a fully-diluted basis and customary approvals. The
transaction is expected to close around the end of Q2 2012.
The transaction is not subject to a financing condition, and DSM intends to
finance the acquisition from existing cash.
DSM expects the transaction to be accretive to earnings from 2013 onwards.
Today DSM will hold a conference call for the media from 08.00 AM - 08.30 AM CET
(+31 (0)10 29 44 215 or +44 (0) 203 365 3207) and a conference call for
investors and analysts from 09.00 AM - 10.00 AM CET (+31 (0)10 29 44 271 or +44
(0) 203 365 3207). Also, more information can be found in the presentation that
can be found on the dedicated website http://bit.ly/kenseynash.
Citigroup is serving as financial advisor to DSM, and Cleary Gottlieb Steen &
Hamilton LLP is serving as legal counsel to DSM. Jefferies & Company, Inc. is
serving as financial advisor to Kensey Nash and Katten Muchin Rosenman LLP is
serving as legal counsel to Kensey Nash.
Kensey Nash is a medical device company primarily focused on regenerative
medicine utilizing its proprietary collagen and synthetic polymer technology.
The company is recognized as a leader for innovative product development and
unique technology in the field of resorbable biomaterials.Â The company has an
extensive range of products, which are sold through strategic partners in
multiple medical markets, including the cardiology, orthopedic, sports medicine,
spine, trauma, craniomaxillofacial and general surgery markets.Â For more
information, visit http://www.kenseynash.com.
DSM - Bright Science. Brighter Living.(TM)
Royal DSM is a global science-based company active in health, nutrition and
materials. By connecting its unique competences in Life Sciences and Materials
Sciences DSM is driving economic prosperity, environmental progress and social
advances to create sustainable value for all stakeholders. DSM delivers
innovative solutions that nourish, protect and improve performance in global
markets such as food and dietary supplements, personal care, feed,
pharmaceuticals, medical devices, automotive, paints, electrical and
electronics, life protection, alternative energy and bio-based materials. DSM's
22,000 employees deliver annual net sales of around â‚¬ 9 billion. The company is
listed on NYSE Euronext. More information can be found at www.dsm.com.
For more information:
DSM Corporate Communications DSM Investor Relations
Herman Betten Hans Vossen
tel. +31 (0) 45 5782017Â Â Â Â Â Â Â Â Â Â Â Â tel. +31 (0) 45 5782864
fax +31 (0) 45 5740680Â Â Â Â Â Â Â Â Â Â Â Â fax +31 (0) 10 4590275
e-mail email@example.com e-mail firstname.lastname@example.org
Joseph W. Kaufmann
Tel. +1 484 713 2100
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Source: DSM N.V. via Thomson Reuters ONE