Acquisition of MicroSurgical Technology, Inc. by Halma plc

LONDON, December 19, 2012 /PRNewswire/ --

Halma, the leading safety, health and environmental technology group, today announces that the acquisition of MicroSurgical Technology, Inc. ("MST") was completed on 18 December 2012.

MST designs, manufactures and markets ophthalmic surgical products, focusing on single-use devices used in cataract surgery. MST is located in Redmond, Washington, USA. The initial cash consideration is $57.0 million (£35.2 million) for the share capital plus $2.0 million (£1.2 million) for cash retained in the business. The combined consideration is adjustable Dollar for Dollar if the level of working capital at closing falls outside an agreed range.

Contingent consideration of up to $43.0 million (£26.5 million) is payable if earnings for the two years to March 2015 exceed pre-determined targets. Audited accounts for the full financial year ended 31 December 2011 show revenue of $20.4 million (£12.6 million). Unaudited accounts for the first nine months of the financial year ended 31 December 2012 show revenue of $17.1 million (£10.6 million).

MST is being acquired from management and several private shareholders. Existing management will remain in place and will continue to operate the business in Redmond. The acquisition, which is expected to be immediately earnings-enhancing, has been funded from Halma's cash and debt facilities.

MST will join Halma's Health and Analysis sector within the Health Optics sub-sector which includes our other market-leading ophthalmic device businesses: Accutome, Keeler, Medicel, Riester and Volk.

Andrew Williams, Halma's Chief Executive, commented:

"The acquisition of MST continues our strategy of focusing on critical products in niche markets with strong growth drivers, expanding our surgical product offering in ophthalmology. The international presence of our other ophthalmic product businesses offers exciting growth opportunities for MST under Halma's ownership."

Notes:

1. Exchange rate used: US$1.62/£1.
2. MST is an ophthalmic surgical device business focused on innovations for cataract surgery. A physician founded the company in 1976 and growth accelerated following a management buy-out in 2007. MST's work with key opinion leading ophthalmic surgeons led to the development and marketing of the Malyugin Ring®, which is recognized as the product of choice by US Ophthalmic surgeons for mechanical dilation of the pupil/iris during difficult or complex cataract surgeries. MST's other market leading products include the Ahmed Micro-Set, Barrett Irrigation/Aspirator, MST Capsule Retractors, Dewey Radius and Packard Phacoemulsification Tips and Packer/Chang IOL Cutters.
   Cataracts are the leading cause of blindness worldwide and cataract surgery is growing rapidly now that replacing a diseased lens with a new artificial lens can restore sight. Another Halma company, Medicel, manufactures devices used to remove the old lens and insert the new one.
   An increasing number of cataract surgeries are classified as complex, typically when drugs used to dilate the pupil do not work due to interference from other patient medication. In these cases, mechanical dilation of the pupil is necessary to conduct the lens replacement surgery and the Malyugin Ring replaces traditional methods which can damage surrounding tissue.
   MST controls the IP for the Malyugin Ring through manufacturing and process know-how together with US, European and international patents (some of which are pending).
3. Halma buys successful businesses in safety, health and environmental markets and helps them grow further through investment targeted towards increasing innovation, management development and international expansion. In the past 10 years Halma has spent over £350m acquiring more than 25 businesses with deal sizes ranging from £70m down to below £1m. Although businesses have been acquired in all areas of our activity, the majority of recent acquisitions has been in the Health & Analysis Sector.
4. This statement is not intended to constitute a profit forecast for the current financial period or for any future period. In addition, this statement should not be taken to mean that the earnings per share of Halma will necessarily match or exceed the historic reported earnings per share of Halma.

Malyugin Ring® is a registered trademark of MicroSurgical Technology, Inc.

For further information, please contact:

Halma plc
Tel: +44(0)1494-721111
Andrew Williams, Chief Executive
Kevin Thompson, Finance Director

MHP Communications
Tel: +44(0)20-3128-8100
Rachel Hirst / Andrew Jaques