Acquisition and Divestiture

9 Months Ended

Sep. 25, 2022

Discontinued Operations and Disposal Groups [Abstract]

Acquisition and Divestiture

Acquisitions and Divestiture

On September 27, 2022, the second day of the fourth quarter, we completed the acquisition of Standard Bariatrics, Inc. (“Standard Bariatrics”), a privately-held medical device company that commercialized a powered stapling technology for bariatric surgery that will complement our surgical product portfolio. Under the terms of the agreement, we acquired Standard Bariatrics for an upfront cash payment of $170 million, with additional consideration of up to $130 million payable upon the achievement of certain commercial milestones. The milestone payments are based on net sales growth over the three-year period following the closing of the transaction. The acquisition was financed using borrowings under the Company's revolving credit facility and cash on hand.

Asset acquisition

On June 13, 2022, we acquired a privately-owned company that designed a catheter product for an initial payment of $22.8 million with the potential to make additional payments up to $26.2 million if certain commercial and revenue goals are met. The acquisition, which is expected to complement our interventional product portfolio, principally consisted of a proprietary catheter design and other related intellectual property, being amortized over a useful life of 15 years.

Divestiture

On May 15, 2021, we entered into a definitive agreement to sell certain product lines within our global respiratory product portfolio (the "Divested respiratory business") to Medline Industries, Inc. (“Medline”) for consideration of $286.0 million, reduced by $12 million in working capital not transferring to Medline, which is subject to customary post close adjustments (the "Respiratory business divestiture"). In connection with the Respiratory business divestiture, we also entered into several ancillary agreements with Medline to help facilitate the transfer of the business, which provide for transition support, quality, supply and manufacturing services, including a manufacturing and supply transition agreement (the "MSTA").

On June 28, 2021, the first day of the third quarter of 2021, we completed the initial phase of the Respiratory business divestiture, pursuant to which we received cash proceeds of $259 million. The second phase of the Respiratory business divestiture will occur once we transfer certain additional manufacturing assets to Medline and is expected to occur prior to the end of 2023. We plan to recognize the remaining consideration, and any gain on sale resulting from the completion of the second phase of the divestiture, when it becomes realizable.

Net revenues attributable to our divested respiratory business recognized prior to the Respiratory business divestiture were included within each of our geographic segments and were $60.7 million for the nine months ended September 26, 2021, none of which occurred in the three months then ended. Net revenues attributed to services provided to Medline in accordance with the MSTA, which are presented within our Americas reporting segment, were $19.1 million and $60.5 million for the three and nine months ended September 25, 2022, respectively and $27.9 million for the three and nine months ended September 27, 2021.