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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 19, 1998
DEPUY, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-12229 35-1989795
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
700 Orthopaedic Drive
Warsaw, Indiana 46580
(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 Company has entered into an agreement dated as of March 19, 1998 to
purchase all the outstanding equity of AcroMed Corporation ("AcroMed") for
approximately $325 million. Consummation of the transaction is subject to
customary conditions, including Hart-Scott-Rodino antitrust approval, absence of
a material adverse change in AcroMed's business or financial position, and
approval of the transaction by AcroMed's shareholders. The Company's news
release dated March 20, 1998, 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 31, 1998
By: /s/ Michael J. Dormer
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Name: Michael J. Dormer
Title: President and Chief
Operating Officer
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EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
1. News Release dated March 20, 1998 5
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[DePuy Logo]
FOR IMMEDIATE RELEASE CONTACT: James R. Goff
Director, Investor Relations
(219) 372-7305
DEPUY, INC. AGREES TO PURCHASE ACROMED CORPORATION
Warsaw, Ind., March 20 - DePuy, Inc. (NYSE-DPU) said today it has agreed to
purchase the equity of AcroMed Corporation, a leading spinal implant company, in
a transaction valued at approximately $325 million.
James A. Lent, Chairman and Chief Executive Officer of DePuy, said, "The
combination of two leaders in the spinal implant market -- the fastest-growing
segment of orthopaedics -- will create a company of exceptional strength and
establish the second largest spinal implant company in the world."
Lent said that in addition to creating a new market leader, the combination
brings together companies that pioneered the concept of providing anterior
column support in spinal procedures. He pointed out that the combination offers
additional strengths, including a loyal customer base and surgeon innovators who
hold positions of influence in spine. He also noted that the combined companies
will have a sales force in the United States of more than 200.
Lent said that AcroMed achieved net sales of more than $90 million in its
fiscal year ended June 30, 1997, an increase of 13 percent over the comparable
period a year earlier. Approximately 70 percent of its 1997 sales were to
customers in the United States. Depending upon the closing date, Lent said the
transaction could add approximately $50 million to DePuy's net sales in 1998.
"Important to shareholders, we anticipate that the transaction will become
accretive to earnings per share in 1999," Lent added.
Lent said the transaction will be financed through a combination of cash
and bank borrowings.
Based in Cleveland, Ohio, AcroMed manufactures and distributes spinal
implant medical devices to treat a range of conditions including degenerative
diseases, deformities, traumas/tumors, and cervical applications. Key products
include the ISOLA rod, screw, and hook system; VSP-AcroMed plates and screws
used in degenerative lumbar fusions; the Kaneda SR, a titanium dual rod system
used for anterior stabilization of the thoracolumbar spine following tumor or
trauma; and the Bremer Air-Flo halo for external stabilization of the cervical
spine. In addition, AcroMed is working to secure
-More-
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DePuy/AcroMed - Page 2
clearance in the United States to market the Brantigan cage, a carbon-reinforced
cage that will be used with posterior stabilization. If cleared for marketing in
the United States, the cage will be used to penetrate the large anterior cage
market.
The AcroMed acquisition is DePuy's largest ever and represents its sixth
significant acquisition in the decade of the Nineties. Other important DePuy
moves include the 1990 acquisition of Charles F. Thackray Ltd. of Leeds, England
(joint reconstructive implants); the 1994 acquisitions of ACE Medical Company
(trauma products) and CMW Laboratories (bone cement); the 1996 purchase of
Orthopedic Technology, Inc. (sports medicine products); and the 1997 acquisition
of Landanger-Camus, a leading French orthopaedic company (reconstructive
implants).
DePuy entered the spinal implant market in 1993 through a joint venture
with a German firm, Biedermann Motech. DePuy is 80 percent owner of the joint
venture, known as DePuy Motech. DePuy Motech reported 1997 sales of $61.8
million, up 36 percent from 1996, with significant product introductions
anticipated in 1998.
DePuy, Inc. is the world's oldest orthopaedic company and one of the
leading designers, manufacturers 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, by orthopaedic, spinal and
neurosurgeons, in both surgical and non-surgical therapies to treat patients
with musculoskeletal conditions resulting from degenerative diseases,
deformities, trauma and sports-related injuries.
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