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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: March 4, 1997
DEPUY, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-12229 35-1989795
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
700 Orthopaedic Drive
Warsaw, Indiana 46581
(Address of principal executive offices) (Zip Code)
(219) 267-8143
(Registrant's telephone number, including area code)
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Item 5. Other Events
The Registrant's news release dated March 3, 1997, a copy of which is
attached as Exhibit 1 hereto, is incorporated herein by reference and made a
part hereof.
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SIGNATURES
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 hereunto duly authorized.
DEPUY, INC.
Date: March 4, 1997
By: /s/ Thomas J. Oberhausen
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Name: Thomas J. Oberhausen
Title: Senior Vice President, Finance
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EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
1. News Release dated March 3, 1997 5
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EXHIBIT 1
. DEPUY (R)
FOR IMMEDIATE RELEASE
DEPUY, INC. TO PURCHASE LANDANGER-CAMUS
Warsaw, Ind. and Paris, France, March 3, 1997 - DePuy, Inc. (NYSE-DPU) and
the Landanger family today announced that they have signed an agreement for
DePuy to purchase 1,939,453 shares in Landanger-Camus (LDC FP) held by the
Landanger family and certain minority shareholders, which represents 89.6% of
the shares outstanding. The acquisition of the block will be subject to a
number of conditions precedent. Upon satisfaction of such conditions, the sale
would be followed, subject to the approval by French Stock Exchange authorities,
by a simplified tender offer for the remaining shares and, depending on its
outcome, by a mandatory buy-out procedure.
Landanger-Camus is the leading French manufacturer of hip implants and one
of the leading distributors of orthopaedic devices and supplies. In fiscal year
ended August 31, 1996, it had sales of Ffr 500.9 million (US$87.9 million at the
exchange rate as at February 28, 1997) and a net income of Ffr 40.3 million
(US$7.1 million at the exchange rate as at February 28, 1997). The company is
listed on the "Second Marche" of the Paris Stock Exchange and is one of the 100
Mid-cap stocks that are part of the MIDCAC Index. The price per share payable
to the sellers has been fixed at a maximum of Ffr 381, which values the company
at US$144.6 million at the exchange rate as at February 28, 1997, and may be
subject to some adjustments following in particular the results of an audit of
the net asset value of Landanger-Camus. The other terms of the transaction were
not disclosed.
Jim Lent, Chairman of the Board and Chief Executive Officer of DePuy, said:
"The proposed acquisition of Landanger-Camus is consistent with our stated
intention to use the proceeds from our recent initial public offering to grow
our business. This acquisition will enhance our position as #2 in the world-
wide reconstructive market and will allow us to become #1 in the French implant
market. Following the acquisition of Charles F. Thackray, Ltd. in Great Britain
in 1990, it provides a launching pad for further consolidation in Europe. With
Landanger's Bioland we also add to our orthobiologic technology platform.
Importantly for our shareholders, this transaction is financially attractive.
We anticipate that it would be accretive to DePuy's earnings in 1998 and
thereafter. With regards to 1997, we are still comfortable with the analysts'
estimates for DePuy earnings."
Patrick Landanger, President and main shareholder of Landanger-Camus, said:
"We are excited about the business prospects of the combined company and believe
that DePuy is the right company to expand the Landanger business further world-
wide."
-More-
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DePuy/Landanger - Page 2
DePuy is the world's oldest orthopaedic company and is one of the leading
designers, mufacturers and distributors of orthopaedic devices and supplies.
Its products are used primarily by orthopaedic medical specialists and, in the
case of the Company's spinal implants, spinal and neurosurgeons. The products
are used in both surgical and non-surgical therapies to treat patients with
musculoskeletal conditions resulting from degenerative diseases, deformities,
trauma and sports-related injuries. DePuy is listed on the New York Stock
Exchange.
Contacts:
DePuy, Inc. Landanger-Camus
James Goff Marie-Laure Frantz
Director, Investor Relations Director, Investor Relations
(219) 372-7305 33 3 - 25 30 77 77
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