Stryker Corporation
and Trauson Holdings Company Limited announced today that
Stryker will make a voluntary general offer to acquire all the shares
of Trauson for HK$7.50 per ordinary share for a total consideration of
$764 million in an all cash transaction, representing an enterprise
value of approximately $685 million. The acquisition gives Stryker a foothold in the Chinese market, where an
ageing population and rising consumption in healthcare is driving
demand for orthopedic products. Stryker and Trauson have maintained a
relationship under an OEM agreement for instrumentation sets since 2007.
With this acquisition, Stryker will expand its presence in a key
emerging market with a product portfolio and pipeline that is targeted
at the large and fast growing value segment of the Chinese orthopedic
market.
Transaction Valuation - Stryker - Trauson
The deal value implies a 11.4 x trailing sales multiple. Trauson generated $60 mil in 2011, up 32% year-over-year. For 1H12 Trausaon reported revenues of $33 mil, up 28% year-over-year from the prior year period. Based on consensus revenue projections of $81 mil in 2012 and $94 mil in 2013, the proposed acquisition price implies an EV/Sales multiple of 8.5x and 7.3x on projected 2012 and 2013 sales, respectively.
On an EV/EBITDA basis, the transaction should be valuing Trauson at about 22x EV/EBITDA.
Transaction Rationale - Stryker - Trauson
Trauson is the largest producer of trauma products and one of the top
three producers of spine products in China. Trauson controls ~5% of the $1B+ Chinese orthopedic market and largely sells into Tier II/III cities on the value-end of the pricing scale. Trauson’s broad portfolio
(of more than 100 products) includes a second-generation intramedullary
nail (used to align and stabilize long bone fractures), which is said to
not only solve the distal aiming problem but also to make surgeries
easier for the doctor. With an extensive distribution network (covering
more than 30 provinces and other regions across China) and a number of already-established
customers (more than 3,000 as of 2010), Trauson acquisition should
offer Stryker an opportunity to broaden its presence in China and
develop its emerging markets through a well-established brand.
By segment, trauma accounts for ~55% of Trauson revenue spine ~20%, and the balance of revenue comes from "OEM/"other" products
Impact on Stryker Earnings
The
closing of the transaction is subject to customary conditions. Upon
closing, the transaction is expected to be neutral to Stryker's 2013
diluted net earnings per share excluding acquisition and
integration-related charges and accretive thereafter. The transaction is
expected to close by the end of the second quarter of 2013.
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