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Market Overview

Teleflex Incorporated to Acquire NeoTract


Significantly advances Teleflex's offering of urological solutions
differentiated, high-growth and high-margin product offering with
demonstrable clinical benefits

Compelling financial
profile expected to substantially enhance Teleflex's revenue growth,
margins, earnings and cash flow generation capabilities

Company to host conference call at 8am ET

Teleflex Incorporated (NYSE:TFX) (the "Company" or "Teleflex") and
NeoTract, Inc. today announced that the companies have entered into a
definitive agreement under which Teleflex will acquire NeoTract in a
transaction valued up to $1.1 billion. Under the terms of the agreement,
Teleflex will acquire NeoTract for an upfront cash payment of $725
million at closing, and up to an additional $375 million upon the
achievement of certain commercial milestones related to sales through
the end of 2020. The Boards of Directors of both Teleflex and NeoTract
have unanimously approved the transaction. This transaction is subject
to the satisfaction of customary closing conditions and is expected to
close within the next 30 days.

Founded in 2004, NeoTract is a privately-held medical device company
that has developed and commercialized the FDA-cleared UroLift® System, a
novel, minimally invasive technology for treating lower urinary tract
symptoms due to benign prostatic hyperplasia, or BPH. Performed
primarily through a transurethral outpatient procedure, the UroLift®
System delivers permanent implants that hold open the urethra, reducing
the prostate obstruction without cutting, heating, or removing prostate
tissue. NeoTract had revenues of approximately $51 million in 2016
compared to approximately $18 million in 2015, representing 178%
year-over-year growth. During 2017, NeoTract's revenues are expected to
be between $115 million to $120 million, and we anticipate revenues to
grow at least 40% in 2018.

"We are excited to announce this definitive agreement with NeoTract, as
this combination is expected to solidify Teleflex's ability to generate
mid-single digit constant currency revenue growth for the next several
years, as well as enhance Teleflex's margin profile," said Benson Smith,
Chairman and Chief Executive Officer of Teleflex. "NeoTract is a truly
unique company with a differentiated technology that targets a greater
than $30 billion addressable market, and through their internally
developed, patented UroLift® System, have achieved sequential quarterly
revenue growth of 20% or greater in 13 of the past 14 quarters.
Importantly, while we believe NeoTract has compelling growth
opportunities as they continue to penetrate the market with their
existing product, we look forward to potential longer-term benefits from
their second generation UroLift® System, which is expected to launch in
the second half of 2018, and being able to leverage our international
distribution network moving forward."

Added Smith, "Similar to Vascular Solutions, Vidacare and LMA, this
transaction represents an opportunity to acquire a company that meets
our key M&A objectives, which include obtaining a product portfolio that
fits into our existing strategic business unit franchises and call
points; products that provide a superior clinical benefit to existing
alternatives and a cost benefit to hospitals; long product life cycles
that benefit from patent protection; and the ability to further improve
our financial profile. This transaction increases our scale within a
call point that we already know quite well, and creates value for
Teleflex shareholders by generating attractive financial returns."

Dave Amerson, President and CEO of NeoTract, said, "We are excited to
join the Teleflex organization, which shares our vision for making
UroLift the standard of care for BPH. Today's announcement is a
recognition of our focus on patient outcomes and the hard work and
dedication of the entire NeoTract team. I want to especially thank Josh
Makower, M.D., Founder and Chairman, Ted Lamson, Ph.D., Founder and
Chief Technical Officer and Joe Catanese, Ph.D., Founder and VP
Professional Education, who took UroLift from concept to reality. We
have tremendous respect for the Teleflex team and look forward to
partnering with them to continue changing patient lives and delivering
best-in-class revenue growth."


Expands Teleflex's product portfolio into large BPH market
The addition of NeoTract will greatly enhance
Teleflex's presence in the urological market as NeoTract's UroLift®
System is a novel solution used to address a significant medical issue
and targets a total addressable market estimated at over $30 billion.

Accelerates Teleflex's sales growth trajectory and provides
significant opportunity to capitalize on existing sales channel:

NeoTract, a global leader in the urological market, has experienced
robust clinical adoption and significant revenue growth since initiating
product commercialization. This acquisition positions Teleflex to expand
its presence in the urological call point, while also enhancing
NeoTract's revenue growth by capitalizing on Teleflex's international
presence and distribution network.

Strong clinical data and established reimbursement: Since receipt
of CE Mark in 2010 and de novo 510(k) in 2013, NeoTract's UroLift®
System has been the subject of a significant number of studies,
including two randomized clinical trials, seven open-label studies and
three meta-analyses. Additionally, the UroLift® System has broad,
sustainable reimbursement in place, including dedicated category 1 CPT
codes specific to the UroLift® System procedure prostatic urethral lift
and is 100% covered by Medicare Administrative Contractors, which
translates to approximately 174 million covered lives in the United

Transaction structure and financial rationale: The transaction is
structured as a merger in which Teleflex will acquire NeoTract for an
upfront cash payment of $725 million at closing, and up to an additional
$375 million upon the achievement of certain commercial milestones
related to sales through the end of 2020. The transaction is expected to
close within the next 30 days and is subject to the expiration or
termination of applicable waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and other customary
closing conditions. The acquisition is expected to be slightly dilutive
to adjusted earnings per share1 in 2017, however, the Company
does not expect to adjust its previously provided adjusted earnings per
share range as a result of the acquisition. During 2018, the acquisition
is expected to be breakeven to adjusted earnings per share1,
with significant accretion thereafter, including $0.35 to $0.40 of
adjusted earnings per share1 accretion in 2019. The
acquisition is expected to generate a return on invested capital that
meets Teleflex's cost of capital in the third year after closing and
exceeds Teleflex's cost of capital in the fourth year after closing.

Financing: Subsequent to the release of second quarter 2017
earnings, and prior to entering in to this acquisition, Teleflex used
cash on the balance sheet to repay $475 million of borrowings under its
revolving credit facility.

Teleflex plans to finance the acquisition at closing through borrowings
under its revolving credit facility. Following consummation of the
transaction, Teleflex may look to opportunistically term-out revolving
credit facility borrowings through a note offering. Over the long-term,
Teleflex intends to maintain its debt to adjusted EBITDA (as calculated
in accordance with the terms set forth in the Company's existing Credit
Agreement) at approximately 3.0x.


Guggenheim Securities is acting as financial advisor to Teleflex and Simpson
Thacher & Bartlett LLP
is serving as legal counsel.

J.P. Morgan Securities LLC is acting as financial advisor to NeoTract,
Inc. and Wilson Sonsini Goodrich & Rosati, is serving as legal counsel.


Teleflex will host a conference call and webcast today, September 5,
2017 at 8:00 AM Eastern Time to discuss the transaction. The call will
be available live and archived on the company's website at
and the accompanying presentation will be posted prior to the call. The
conference call can be accessed live by dialing 855-385-6236
(U.S./Canada) or 503-343-6058 (International), Passcode: 79859449. An
audio replay will be available until September 12, 2017 at 11:59pm (ET),
by calling 855-859-2056 (U.S./Canada) or 404-537-3406 (International),
Passcode: 79859449.


Teleflex is a global provider of medical technologies designed to
improve the health and quality of people's lives. We apply purpose
driven innovation - a relentless pursuit of identifying unmet clinical
needs - to benefit patients and healthcare providers. Our portfolio is
diverse, with solutions in the fields of vascular and interventional
access, surgical, anesthesia, cardiac care, urology, emergency medicine
and respiratory care. Teleflex employees worldwide are united in the
understanding that what we do every day makes a difference. For more
information, please visit

Teleflex is the home of Arrow®, Deknatel®, Hudson
RCI®, LMA®, Pilling®, Rusch®
and Weck® - trusted brands united by a common sense of


NeoTract, Inc. is dedicated to developing innovative, minimally invasive
and clinically effective devices that address unmet needs in the field
of urology. The company's initial focus is on improving the standard of
care for patients with BPH using the UroLift System, a minimally
invasive permanent implant system that treats symptoms while preserving
normal sexual function. Learn more at

(1) Adjusted earnings per share exclude specified items such as
amortization of acquired intangibles, inventory step-up,
restructuring costs and other costs incurred to execute the
transaction. Adjusted margins and adjusted earnings per share are
non-GAAP financial measures and should not be considered
replacements for GAAP results.


This press release contains forward-looking statements, including, but
not limited to, statements related to NeoTract's expected 2017 and 2018
revenues; expected benefits to Teleflex from the acquisition, including
incremental revenue growth, anticipated impacts to adjusted margins and
adjusted earnings per share and longer-term benefits resulting from
NeoTract's second generation UroLift System and Teleflex's international
distribution network; expectations with respect to the launch of
NeoTract's second generation UroLift System; expectations with respect
to return on invested capital resulting from the acquisition; Teleflex's
expectations with respect to its constant currency revenue growth and
long-term debt to adjusted EBITDA levels; and anticipated timing for
closing of the transaction. Actual results could differ materially from
those in the forward-looking statements due to, among other things, the
possibility that the acquisition does not close; unanticipated costs and
length of time required to comply with legal requirements and regulatory
approvals applicable to the transaction; unanticipated difficulties and
expenditures in connection with integration programs; customer and
shareholder reaction to the transaction; risks associated with the
financing of the transaction; disruption from the transaction making it
more difficult to maintain business and operational relationships;
significant transaction costs; unknown liabilities; the risk of
regulatory actions related to the proposed acquisition; changes in
general and international economic conditions, including fluctuations in
foreign currency exchange rates; and other factors described or
incorporated in our filings with the Securities and Exchange Commission
("SEC"), including our Annual Report on Form 10-K for the year ended
December 31, 2016.

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