ICU Medical, Inc., a leader in the development, manufacture and sale of innovative medical devices used in infusion therapy, oncology and critical care applications, today announced that ICU Medical and Pfizer Inc. (NYSE:PFE) have modified the terms of the definitive agreement entered into on October 6, 2016, under which ICU Medical will acquire the Hospira Infusion Systems (HIS) business from Pfizer. These modifications are a result of recent changes in performance of HIS that affect previously announced expectations for the transaction.
Under the terms of the modified agreement, the aggregate purchase price will be adjusted to be no more than $900 million (versus $1 billion as originally agreed). Upon closing, Pfizer will receive $400 million in equity (based upon the 30-day volume weighted average price through October 5, 2016, the day prior to announcement of the proposed transaction) in the form of 3.2 million newly issued ICU Medical shares (as originally agreed) and $275 million in cash (versus $600 million as originally agreed), which will be financed with existing cash balances and a $75 million seller note. Pfizer may be entitled up to an additional $225 million based on achievement of performance targets for the combined company through December 31, 2019, which would be payable after that date if performance is within the agreed target range. The transaction will require no external financing other than the seller note. ICU Medical expects to have approximately $150 million net cash and $225 million total cash at the close of the transaction. ICU Medical has received U.S. and other antitrust clearances needed for the completion of the transaction and expects the transaction to close in February 2017.
ICU Medical plans to host a conference call tomorrow morning, January 6, 2017 at 8:30 a.m. EST to provide revised information concerning near and anticipated mid-term performance of HIS and the combined company.