Omnicell (OMCL) Reports In-Line Q3 EPS; Announces $275M Acquisition of Aesynt
Omnicell (NASDAQ: OMCL) reported Q3 EPS of $0.36, in-line with the analyst estimate of $0.36. Revenue for the quarter came in at $125.2 million versus the consensus estimate of $128.54 million.
OMCL also announced it has entered into a definitive agreement to acquire Aesynt Incorporated. The acquisition would create the broadest product portfolio in the industry with significant offerings in automated dispensing systems, central pharmacy robotics, IV robotics and enterprise analytics. The combined company would support approximately 4,000 acute care facilities worldwide, have annual revenues of over $650 million and have approximately 2,200 employees.
"As hospitals search for ways to provide the best patient care and also the most efficient care, customers are looking for solutions that can be scaled and customized to fit the unique needs of their health system," said Randall Lipps, Chairman, President and CEO, Omnicell. "By adding distinct capacities in dispensing systems, central pharmacy robotics, IV robotics and analytics, this acquisition demonstrates our continued commitment to offer our customers leading pharmacy automation solutions tailored to the specific needs of their facilities and patients. We also expect that as a combined entity we can accelerate innovation in the marketplace by leveraging the combined strengths of the Aesynt and Omnicell teams. Choice, innovation and value make this a great acquisition for Omnicell and our customers."
Aesynt, based in Cranberry Township, Pa., is a leader in enterprise medication management. Specific solutions include:
- IV Solutions: Full suite of automated and semi-automated solutions for the IV room including hazardous and non-hazardous solutions with IV workflow, compounding software and IV preparation analytics.
- Central Pharmacy Solutions: Leading solutions including unit dose medication dispensing robots, vertical storage and dispensing of medications, open shelf inventory tracking and unit dose repackaging products and services.
- Point of Care Solutions: Medication storage and dispensing cabinets for nursing units and operating rooms and narcotic medication storage and dispensing.
- Enterprise Software: Dynamic, enterprise-wide medication logistics management software, automated procurement and order management, and reporting and analytics for inventory management and medication utilization.
"Omnicell and Aesynt share a passion for and commitment to affordable, safe medication delivery through innovation and automation," said Kraig McEwen, Aesynt CEO. "Today, healthcare organizations embrace Aesynt's robust medication management tools, which complement Omnicell's product portfolio and international footprint. We are delighted to work with the Omnicell team. Our common goal to improve healthcare for everyone will now be realized."
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Transaction Highlights
The contemplated total aggregate consideration is $275 million, in cash, plus cash on hand at signing minus indebtedness at signing, or approximately $217.3 million, subject to certain adjustments at closing as provided for in the securities purchase agreement. The completion of the transaction is subject to Hart-Scott-Rodino review and the satisfaction of other customary closing conditions, and is expected to close in 2016. Aesynt recorded approximately $182 million of revenue and approximately $20 million of adjusted EBITDA (unaudited) in the last twelve months ended June 30, 2015.
To finance the transaction, Omnicell will use cash available on its balance sheet and proceeds from $300 million in senior secured credit facilities. Omnicell and Wells Fargo Securities, LLC and Wells Fargo Bank, N.A. have executed a committed financing letter for the new senior secured credit facilities Omnicell intends to enter into at the time of closing the transaction. Assuming the transaction closes in 2016, it is expected to be immediately accretive to non-GAAP earnings per share.
Omnicell's financial advisor in this transaction was Greenhill & Co., LLC and Sidley Austin LLP, Cooley LLP and Jones Day served as legal counsel.
Omnicell will discuss the transaction in more detail during the Omnicell Third Quarter 2015 earnings results conference call today. A live webcast and the accompanying presentation relating to the transaction will be available in the "Investor Relations" section of Omnicell's website at www.Omnicell.com.
Conference call date: Oct. 29, 2015Time: 2:30 p.m. Pacific (5:30 p.m. Eastern)Dial in number: 1-800-696-5518 within the U.S. or 1-706-758-4883 for all other locationsConference ID: 66699013Internet users can access the conference call at: http://ir.omnicell.com/events.cfm.
A replay of the call will be available today at approximately 5:30 p.m. PT and will be available until 11:59 p.m. PT on November 12, 2015. The replay access numbers are 1-855-859-2056 within the U.S. and 1-404-537-3406 for all other locations, Conference ID # is 66699013.
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