3M to acquire Arizant for $810M

3MSep 9 2010

3M announced today it has entered into a definitive agreement to acquire Arizant Inc. for a purchase price of $810 million in cash. Based in Eden Prairie, Minn., Arizant is a leading manufacturer of patient warming solutions designed to prevent hypothermia in surgical settings.

“Arizant's product development and commercialization capabilities will draw on the strength of 3M's global resources in healthcare and its deep technology expertise to provide solutions that help prevent perioperative hypothermia around the world.”

"Patient warming is a highly strategic adjacency for our business and integral to infection prevention," said Debra Rectenwald, president and general manager, 3M Infection Prevention Division. "In addition to Arizant's market-leading products, its rich intellectual property portfolio and solid technology platforms expand 3M's infection prevention offerings and will help to drive growth internationally, as well as provide a platform of innovative wound care technologies."

Arizant created the category of forced-air patient warming with the introduction of Bair Hugger^® therapy in 1987. The global opportunity for patient warming is approximately $1 billion, with the forced-air warming category expected to grow at about 10 percent per year.

Today, Arizant products help maintain normal body temperature, known as normothermia, in more than 20 million surgical patients annually as part of an effort to help prevent surgical site infections and other serious complications associated with surgical hypothermia. Numerous clinical studies demonstrate the effectiveness of these products to reduce the incident rates of hypothermia. Arizant's normothermia technology also has applications in wound healing and will augment 3M's technology base in this market as well.

Fueled by the success of Bair Hugger therapy, Arizant has continuously displayed its dedication to innovation through other ground-breaking temperature management products, including the Bair Paws^® patient adjustable warming system, the world's first warming gown designed for perioperative use, and the Ranger^® blood and fluid warming systems, a market leader in dry-heat blood and fluid warming.

3M's infection prevention business helps hospitals reduce healthcare-associated infections. Its wide variety of products and systems for controlling the risk of infection includes applications for sterilization and monitoring, hand hygiene, perioperative preps, and surgical drapes.

"Arizant and 3M together are a natural fit," said Gary Maharaj, president and CEO, Arizant. "Arizant's product development and commercialization capabilities will draw on the strength of 3M's global resources in healthcare and its deep technology expertise to provide solutions that help prevent perioperative hypothermia around the world."

Maharaj further said, "As we prepare for this new chapter, we also appreciate the guidance of Court Square, our lead investor. Their deep understanding of our business and industry helped us successfully execute on our growth strategy over the past several years and apply our unique technologies to this important market."

On a GAAP reported basis, 3M estimates the acquisition to be $0.03 dilutive to earnings in the first 12 months following completion of the transaction. Excluding purchase accounting adjustments and anticipated integration expenses, 3M estimates the acquisition to be neutral to earnings over the same period. First year EBITDA, excluding purchase accounting and integration costs, is expected to be approximately 35 percent-to-sales.

Arizant employs 375 people in the U.S., United Kingdom, Germany, France, Spain, Austria, Belgium and Japan. Sales for 2010 are expected to be approximately $200 million. The transaction is expected to be completed in the fourth quarter, subject to customary closing conditions and regulatory approvals.

Arizant is majority-owned by Court Square Capital, a private equity firm based in New York.

Piper Jaffray & Co. served as exclusive financial advisor to Arizant in this transaction.