Form 8-K RESMED INC For: Jun 13
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ResMed to Acquire MEDIFOX DAN, a German Leader in Out-of-Hospital Software
Acquisition creates a global leader in out-of-hospital software solutions
Accelerates ResMeds SaaS strategy by extending ResMeds position as a leading U.S. provider of SaaS solutions in out-of-hospital care settings into Germany
MEDIFOX DAN will integrate into ResMeds out-of-hospital SaaS business segment, expanding its solutions portfolio into new healthcare sectors including outpatient therapy
Purchase price of approximately US$1 billion
Upon closing, acquisition expected to be accretive to ResMeds non-GAAP diluted earnings per share
SAN DIEGO and HILDESHEIM, GERMANY, June 14, 2022 ResMed (NYSE: RMD, ASX: RMD) today announced a definitive agreement to acquire privately held MEDIFOX DAN, a German leader in out-of-hospital software solutions for providers in major settings across the care continuum, from Hg, a leading software and services investor.
MEDIFOX DANs clinical, financial, and operational solutions are mission-critical for those out-of-hospital care providers, including care documentation, personnel planning, administration, billing, and more similar to the solutions of ResMeds leading U.S. SaaS brands, MatrixCare and Brightree.
MEDIFOX DANs German customer base is complementary to the customers of ResMeds U.S.-based SaaS business. In addition, the acquisition of MEDIFOX DAN builds on ResMeds existing business in Germany as a leading provider of innovative cloud-connected medical devices that transform care for patients with sleep apnea and other respiratory conditions.
Under the leadership of Co-Managing Directors Dr. Thorsten Schliebe and Christian Städtler, the MEDIFOX DAN Group has continuously expanded its innovative product and service portfolio, advanced into new market segments, invested in a state-of-the-art system landscape and digital sales capacities, and made strategic acquisitions. With the market launch of the new software generations MD Outpatient and MD Inpatient, MEDIFOX DAN is setting new standards for the future of care and poised to accelerate the digitization of healthcare as part of the ResMed global team. It is now important to bundle strengths and use synergies to revolutionize the digitization of healthcare with combined forces.
With the acquisition of MEDIFOX DAN, a fast-growing and innovative German healthcare software leader, we will expand ResMeds SaaS business portfolio outside our current base in the U.S. market and strengthen our position as the global leader in healthcare software solutions for lower-cost and lower-acuity care, said Mick Farrell, ResMed CEO. We are excited to welcome the MEDIFOX DAN team to our global ResMed family: Our management cultures are highly aligned with a laser-focus on lowering costs, improving outcomes, and changing the course of chronic disease management. MEDIFOX DAN has a strong track record of innovation, fully aligned with our teams at Brightree, MatrixCare, and beyond. MEDIFOX DANs customer centricity has built strong and ongoing, growing demand for its software solutions across Germany, and we expect that momentum to continue and strengthen as we become one global team. Our MEDIFOX DAN and ResMed teams are united with the same global mission: to help many hundreds of millions of people live healthier lives outside the hospital, and preferably in their own home.
Im excited about this landmark union between ResMed and MEDIFOX DAN, and the tremendous opportunities it unlocks for thousands of providers and millions of patients, said ResMed SaaS President Bobby Ghoshal. Were seeing greater adoption of digital solutions across Germany as its population continues to age and severe staffing shortages continue to challenge German care providers. MEDIFOX DAN and ResMed are well positioned to help providers across major out-of-hospital care settings meet rising demands and ultimately help improve patient outcomes.
MEDIFOX DAN helps people to help people. We believe that the partnership with ResMed is a unique opportunity to fulfill this promise through the strategic perspectives of an international player on an even larger scale in the future. From now on we are part of a global company that specializes in the digitization of the healthcare system. A major benefit of this deal is the wide range of possibilities for an incredibly agile combination of a wide variety of services, from which our customers will particularly benefit in their everyday care work. We look forward to taking this next development step together and continue to support our customers in their daily work with innovative software solutions and services in the best possible way, said MEDIFOX DAN Co-Managing Directors Dr. Thorsten Schliebe and Christian Städtler.
Stefan Margolis and Benedikt Joeris, both Partners at Hg, said: It has been a great journey and partnership with Thorsten, Christian, and the whole MEDIFOX DAN team. We have long-recognised MEDIFOX DAN as a high-quality software business, providing crucial services to integrated care. Together we have significantly expanded MEDIFOX DANs offering through continued product investment and acquisitions. ResMed, whom weve known for many years, will be a great strategic owner to continue that innovation journey, enabling care givers to focus on people and patients.
MEDIFOX DAN is headquartered in Hildesheim, Germany, and employs over 600 people. ResMed plans for MEDIFOX DAN to operate under its current brand within the ResMed SaaS business as Brightree and MatrixCare do today.
Under the agreement terms, ResMed will acquire MEDIFOX DAN for approximately US$1.0 billion (950 million), which ResMed expects to fund with its existing credit facilities. In calendar year 2021, MEDIFOX DANs pro forma net revenue was approximately $83 million, with a pro forma adjusted EBITDA of approximately $35 million.
The transaction is expected to be accretive to ResMeds non-GAAP diluted earnings per share after close.
The transaction is expected to close by the end of the second quarter of ResMeds fiscal year 2023 (December 31, 2022), subject to regulatory clearances.
ResMed intends to retain MEDIFOX DANs employees, management structure, locations, and business processes. MEDIFOX DAN co-Managing Directors Dr. Thorsten Schliebe and Christian Städtler will continue in their current roles, reporting to ResMed SaaS President Bobby Ghoshal.
Evercore is serving as ResMeds financial advisor and DLA Piper is serving as ResMeds legal advisor.
ResMed will discuss the transaction on a live webcast at 11:00 a.m. Eastern time on June 14, 2022. The live webcast can be accessed on ResMeds Investor Relations website at investors.resmed.com. The online archive of the broadcast will be available on ResMeds website approximately two hours after the webcast. In addition, a telephone replay of the webcast will be available approximately two hours after the call by dialing +1 877.660.6853 (U.S.) and +1 201.612.7415 (international) and entering an event confirmation number of 13730641. The telephone replay will be available until June 28, 2022.
At ResMed (NYSE: RMD, ASX: RMD) we pioneer innovative solutions that treat and keep people out of the hospital, empowering them to live healthier, higher-quality lives. Our digital health technologies and cloud-connected medical devices transform care for people with sleep apnea, COPD, and other chronic diseases. Our comprehensive out-of-hospital software platforms support the professionals and caregivers who help people stay healthy in the home or care setting of their choice. By enabling better care, we improve quality of life, reduce the impact of chronic disease, and lower costs for consumers and healthcare systems in more than 140 countries. To learn more, visit ResMed.com and follow @ResMed.
About MEDIFOX DAN
The MEDIFOX DAN Group, headquartered in Hildesheim, Germany, currently employs over 600 people at nine locations nationwide and specializes in the development of innovative software solutions and services for professional and non-professional care, therapeutic practices and child, family, and youth welfare facilities. In addition, digital solutions for modern training and education management - both for professional care and family caregivers - expand the groups comprehensive product portfolio. What started as a small start-up developed into a firmly established software company. Besides holistic product solutions, MEDIFOX DAN has always been characterized by strong partnerships and innovative services. Behind MEDIFOX DAN stands a team of innovative minds, over 55 years of industry experience and cumulative expertise, that works every day to set trendsetting standards for digitization in the health and social care sector and to drive innovation forward. In short: We are more than just software.
Statements contained in this news release that are not historical facts are forward-looking statements as contemplated by the Private Securities Litigation Reform Act of 1995. These forward-looking statements including statements regarding ResMeds projections of future revenue or earnings, expenses, new product development, new product launches and new markets for its products and the integration of acquisitions are subject to risks and uncertainties that could cause actual results to materially differ from those projected or implied in the forward-looking statements. Additional risks and uncertainties are discussed in ResMeds periodic reports on file with the U.S. Securities & Exchange Commission. ResMed does not undertake to update its forward-looking statements.
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Acquisition of MEDIFOX DAN June 14, 2022 Exhibit 99.2
Forward-looking statements Historical financial and operating data in this presentation reflect the consolidated results of ResMed Inc., its subsidiaries, and its legal entities, for the periods indicated. This presentation includes financial information prepared in accordance with accounting principles generally accepted in the United States, or GAAP, as well as other financial measures referred to as non-GAAP. The non-GAAP financial measures in this presentation, which include non-GAAP Income from Operations, non-GAAP Net Income, and non-GAAP Diluted Earnings per Share, should be considered in addition to, but not as substitutes for, the information prepared in accordance with GAAP. For reconciliations of the non-GAAP financial measures to the most comparable GAAP measures, please refer to the earnings release associated with the relevant reporting period, which can be found on the investor relations section of our corporate website (investor.resmed.com). In addition to historical information, this presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on ResMed’s current expectations of future revenue or earnings, new product development, new product launches, new markets for its products, integration of acquisitions, leveraging of strategic investments, litigation, tax outlook, and the length and severity of the recent coronavirus outbreak, including its impacts across our business and operations. Forward-looking statements can generally be identified by terminology such as “may”, “will”, “should”, “expects”, “intends”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue”, or variations of these terms, or the negative of these terms or other comparable terminology. ResMed’s expectations, beliefs, and forecasts are expressed in good faith and are believed to have a reasonable basis, but actual results could differ materially from those stated or implied by these forward-looking statements. ResMed assumes no obligation to update the forward-looking information in this presentation, whether as a result of new information, future events, or otherwise. For further discussion of the various factors that could impact actual events or results, please review the “Risk Factors” identified in ResMed’s quarterly and annual reports filed with the SEC. All forward-looking statements included in this presentation should be considered in the context of these risks. Investors and prospective investors are cautioned not to unduly rely on our forward-looking statements.
Creation of a global leader in out-of-hospital software Leading provider of mission critical software in out-of-hospital markets across the U.S. Leading provider of end-to-end software solutions for home health providers, nursing homes, and outpatient therapy practices in Germany
Creation of a global leader in out-of-hospital software (cont’d) 2 Accelerates ResMed’s efforts to bring software technology along with digital innovation to out-of-hospital care settings 1 3 4 Strategic expansion of software portfolio into Europe Acquisition of market leader in Germany Attractive financial profile Combination positioned to accelerate innovation and scale Opportunity to accelerate MEDIFOX DAN’s innovation together with ResMed’s deep experience in cloud and data to build complementary offering at scale Immediately accretive to non-GAAP EPS, with a high proportion of recurring software revenues Strategically aligned addition to SaaS portfolio, further supporting ResMed’s position as a leader in digital health
MEDIFOX DAN snapshot By the numbers At a glance Based on a EUR/USD rate of 1.053. Pro forma adjusted for acquisitions. $83M PF Revenue(1,2) (CY 2021) $35M PF Adj. EBITDA(1,2) (CY 2021) 14% Organic Revenue CAGR(2) (CY19 – CY21) 8K+ Customers 600 Employees Leading software provider within growing German healthcare sector supported by structural growth drivers End-to-end solution and the operating system of choice used daily by 300K+ caregivers Mission-critical technology deeply embedded in workflows within a large, growing and highly loyal customer base High-caliber and experienced management team with a proven track record of delivering profitable growth 300K+ Caregivers that use platform daily
Comprehensive software solution across care provider workflows Outpatient Therapy Nursing Home Home Health Software: Core modules & extensions Billing & administration Care planning & documentation (AI-based) Staff rostering & task management (AI-based) Route planning Stakeholder portal E-Learning Other extension modules (e.g. Mobile care, MyDay, Time) Customers Segments accounting for majority of revenue today
Care providers in Germany are increasingly turning to technology for efficiencies Source: Industry research, ResMed analysis. MEDIFOX DAN complements ResMed’s existing presence in Germany Together with MEDIFOX DAN, ResMed is positioned to support and enhance care in Germany Aging and more acute population, with rising chronic condition prevalence Increased need for software to aid care planning Increased need for efficiency gains via software Skilled labor shortage resulting in rising care ratios (patients per caregiver) Government regulations supporting digitization Software enables faster provider reimbursement and reporting German Healthcare Industry Tailwinds
MEDIFOX DAN accelerates the out-of-hospital software strategy and solution suite Comprehensive software platform for out-of-hospital care Mission critical software and data solutions Billing and administration Clinical care plan Documentation Personnel planning Software Solutions and Data Home Medical Equipment Providers Pharmacy/ Infusion Home Health Hospice/ Palliative Care Private Duty Skilled Nursing Senior Living Life Plan Communities Out-of-Hospital Care Ecosystem Outpatient Therapy
Transaction summary Transaction details Financial highlights Enterprise value of approximately $1.0B(1) (€950M) All-cash consideration, to be financed with existing cash and debt capacity CY 2021 PF Revenue of $83M(1,2) and PF Adj. EBITDA of $35M(1,2) Strong double-digit organic growth profile CY 2019-21 organic revenue CAGR: 14%(3) Immediately accretive to non-GAAP EPS(4) Based on a EUR/USD rate of 1.053. PF Revenue includes adjustments for acquisitions, and PF Adj. EBITDA includes adjustments for acquisitions, income from JVs, and other customary add-backs for non-recurring items. Based on pro forma revenue adjusted for acquisitions. Post deal close Timing Closing expected in 2H of CY 2022 Subject to regulatory clearances
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