San Clemente, California-based ICU Medical (NASDAQ: ICUI) agreed to acquire the Hospira Infusion Systems pumps division of New York-based pharmaceutical giant Pfizer Inc. (NYSE: PFE), for $1 billion, consisting of $600 million in cash and $400 million in stock.
The deal is expected to be completed in the first quarter of 2017 subject to customary closing conditions including regulatory approvals. At closing, Pfizer will own 16.6 percent of ICU Medical.
The Hospira Infusion division includes IV pumps, solutions, and devices that, when combined with ICU Medical’s existing businesses, are expected to create a leading pure-play infusion therapy company with combined revenues of $1.45 billion.
The move comes two weeks after Pfizer agreed to acquire San Francisco-based Medivation Inc. (NASDAQ: MDVN), a biopharmaceutical company focused on developing and commercializing small molecules for oncology, for an enterprise value of $14 billion.
“We are pleased that Hospira Infusion Systems is combining with ICU Medical, and we believe the combined company will be well positioned in the marketplace to deliver value to customers through its strong product portfolio and the expertise of colleagues from both companies,” said John Young, group president of Pfizer Essential Health.
“The combination of these two businesses is the natural evolution of a productive relationship that began more than 20 years ago when Hospira began integrating ICU Medical’s needlefree technology into their infusion offering globally,” said Vivek Jain, ICU Medical’s chief executive.
“By acquiring the Hospira Infusion Systems business, currently our largest single customer, we create a pure-play infusion business with the focus and scale to compete globally, eliminate our single customer concentration issue, and have a significant value creation opportunity as a much larger company,” he added.
ICU Medical develops, manufactures and sells innovative medical devices used in vascular therapy, oncology and critical care applications. The company’s complete product line includes custom IV systems, closed delivery systems for hazardous drugs, needlefree IV connectors, catheters and cardiac monitoring systems.
ICU Medical’s financial advisors for the transaction were Barclays and Wells Fargo Securities LLC, and Latham & Watkins acted as its legal advisor. Goldman, Sachs & Co. and Guggenheim Securities served as Pfizer’s financial advisors for the transaction, while Skadden, Arps, Slate, Meagher & Flom LLP and Ropes & Gray LLP served as its legal advisors.
Last year, the U.S. Food and Drug Administration (FDA) banned hospital sales of Hospira’s Symbiq Infusion System because of concerns over cybersecurity. According to the FDA, Hospira’s Symbiq Infusion System could be accessed remotely through a hospital’s network. This could allow an unauthorized user to control the device and change the dosage the pump delivers, which could lead to over- or under-infusion of critical patient therapies.
“The FDA, the U.S. Department of Homeland Security’s Industrial Control Systems Cyber Emergency Response Team (ICS-CERT), and Hospira are aware of cybersecurity vulnerabilities associated with the Symbiq Infusion System,” the FDA said in a Safety Communication issued on July 31, 2015. As a result, Pfizer was said to have discontinued the manufacture and distribution of Hospira’s Symbiq Infusion System.