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Hospira's infusion business sells for $900 million

by Gail Kalinoski, Contributing Reporter | February 08, 2017
Business Affairs Medical Devices
Hospira's Plum A+ Infusion System
Medical device maker ICU Medical Inc. completed its acquisition of Hospira Infusion Systems from Pfizer Inc. and paid about $900 million, less than the $1 billion first announced in October.

The business includes IV pumps, solutions and devices that, when combined with the company’s existing businesses, make San Clemente, Calif.-based ICU Medical one of the world’s leading "pure-play" infusion therapy companies.

“We are pleased that Hospira Infusion Systems is now part of ICU Medical and welcome our new Hospira colleagues to the ICU team,” Vivek Jain, ICU Medical chairman and CEO, said in a prepared statement. “We look forward to working together to continue providing quality, innovation and value to our clinical customers worldwide.”

The Hospira Infusion Systems product line complements ICU Medical’s existing business, to create a company with a complete IV therapy product portfolio from solutions to pumps, to non-dedicated infusion sets. ICU Medical said the acquisition also significantly enhances its global footprint and platform because it now holds industry-leading positions in key segments and has access to the full U.S. infusion marketplace with a “compelling product portfolio.”

Pfizer acquired Hospira Infusion Systems in September 2015 as part of a $15.5 billion purchase of parent company Hospira Inc., which was described as the world’s leading provider of injectible drugs and infusion technologies and a global leader in biosimilars.

Last May, Pfizer began taking bids for Hospira Infusion Systems. At that time it was thought that by selling off the pumps and devices unit, Pfizer would have a more “pure-play” drugs unit for a potential spinoff.

In October, Pfizer and ICU Medical entered into a definitive agreement for the sale of the Hospira unit calling for ICU Medical to pay $1 billion in a cash-and-stock deal. But The Street reported last month that ICU Medical reduced the upfront cash component of the agreement and added an earnout provision, reducing the sale price to about $900 million.

The deal, which closed this week, gave Pfizer 3.2 million shares of newly issued ICU common stock valued at about $400 million, giving Pfizer a 16.6 percent interest in ICU Medical, as originally planned. What changed was the amount of cash ICU Medical paid, going from $600 million to $275 million. Additionally, The Street noted “part of the consideration has been shifted into a potential earnout of up to $225 million should the target achieve certain financial targets through December 2019.”

ICU Medical said in a Jan. 9 news release that the transaction did not require external financing other than the seller note, and that it would have about $150 million net cash and $225 million total cash at closing.

The Street said Jain attributed the changes in the transaction amounts to “the downdraft of Hospira’s lingering customer contract issues and a general loss of business across all three of its lines,” adding that those items, among other things, drove down its estimated contribution in 2017.

Jain assured investors that despite the adjustments in the payout, there was “no change in the merits of the transaction,” according to The Street.

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