March 3, 2021 - Boston Scientific Investor ...
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Financial disclaimers Safe harbor for forward-looking statements: This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be identified by words like "anticipate," "expect," "project," "believe," "plan," "estimate," "intend" and similar words. These forward-looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performance. These forward-looking statements include, among other things, statements regarding our business plans and product performance and impact. If our underlying assumptions turn out to be incorrect, or if certain risks or uncertainties materialize, actual results could vary materially from the expectations and projections expressed or implied by our forward-looking statements. Factors that may cause such differences can be found in our most recent Form 10-K and Forms 10-Q filed or to be filed with the Securities and Exchange Commission under the headings “Risk Factors” and “Safe Harbor for Forward-Looking Statements.” Accordingly, you are cautioned not to place undue reliance on any of our forward-looking statements. We disclaim any intention or obligation to publicly update or revise any forward-looking statements to reflect any change in our expectations or in events, conditions, or circumstances on which they may be based, or that may affect the likelihood that actual results will differ from those contained in the forward-looking statements. Market Estimates: Unless noted otherwise, all references to market sizes, market share positions, and market growth rates are BSX internal estimates. Non-GAAP Financial Measures: This presentation contains non-GAAP measures (denoted with *) in talking about our company’s performance. To supplement our consolidated financial statements presented on a GAAP basis, we disclose certain non-GAAP financial measures, including adjusted net income (loss), adjusted net income (loss) available to common stockholders and adjusted net income (loss) per share that excludes certain charges and/or credits, such as amortization expense and acquisition-related net charges (credits). These non-GAAP financial measures are not in accordance with generally accepted accounting principles in the United States and should not be considered in isolation from or as a replacement for the most directly comparable GAAP financial measures. Further, other companies may calculate these non-GAAP financial measures differently than we do, which may limit the usefulness of those measures for comparative purposes. For further information regarding our non-GAAP measures, see Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations in our most recent Annual Report on Form 10-K, which we may update in Quarterly Reports on Form 10-Q we have filed or will file hereafter.
BSX and Lumenis: A Leader in Urology, premier laser technology ➢ A worldwide leader in ➢ A worldwide leader in laser urology medical devices systems and fibers for urology and otolaryngology ➢ Global commercial channel and presence Strengthened ➢ Innovative MOSES™ holmium ➢ Comprehensive stone Global system drives efficiency and shorter stone procedures management portfolio, including LithoVue™ Execution within ➢ Global capital sales and single-use ureteroscope Urology service organization ➢ Deep R&D and clinical ➢ Rich history of technical expertise innovation
BSX to acquire Lumenis Surgical • A global leader in urology and otolaryngology (ENT) lasers, founded 1991 Lumenis Surgical • Partnered with BSX UroPH urology in U.S. and Japan since 1998 and 2002, respectively Overview • Anticipated 2021 sales: Approximately $200M, mix of capital and fibers/accessories • ~500 employees in acquired business, HQ and R&D center of excellence in Yokneam, Israel • $1.07B up-front cash purchase price; Expected to close in H2:21, subject to customary conditions Deal • BSX to acquire the global Lumenis Surgical business from Baring Private Equity Asia (Hong Terms Kong based PE firm), who will retain ownership of Lumenis’ global Aesthetics and Ophthalmology businesses. • Expands BSX’s global footprint throughout EU and Asia, accelerating delivery of stone portfolio Shareholder • Immediately growth accretive: Lumenis double-digit CAGR from 2015 to 2019 Value • ROIC to exceed cost of capital by year 3 Expectations • $0.02 accretive to adjusted EPS* in 2022 and increasingly accretive thereafter *On a GAAP basis, the transaction is expected to be dilutive in 2021, and less dilutive or increasingly accretive thereafter, as the case may be, due to amortization expense and acquisition-related net charges
Lumenis expected to strengthen BSX global leadership strategy within UroPH WW Stone Laser Segment ($M) Strategic Rationale • Enhancing stone strategy execution with the +7% 488 acquisition of premier Lumenis laser consoles $500 CAGR – ~75% of stone cases involve a laser console and fiber – Enables BSX to offer unified platform of consoles globally $400 395 – Pairs Lumenis’ MOSES™ and Pulse™ consoles with BSX’s LithoVue™ single-use ureteroscope and comprehensive portfolio of stone management fibers and tools $300 • Adds critical capabilities – Adds laser development and manufacturing center of excellence in Israel $200 – Global capital service organization – Provides robust infrastructure and accelerates delivery of BSX’s stone offerings in China/APAC $100 • Financially attractive – Adds double-digit growth franchise $0 – Captures supplier margins in U.S. and JPN 2020E 2023E – Enhances gross margin via vertical integration
Lumenis Surgical portfolio highlights Urology • Integrated end-to-end portfolio of consoles Holmium and disposables for stone laser lithotripsy and soft tissue ablation and removal • Innovative patent protected MOSES™ technology offers efficiency and versatility across surgical techniques ENT CO2 • A leader in ENT / Otolaryngology • CO2 offers precision and safety for removal and coagulation of soft tissue • Includes AcuPulse™ DUO and UltraPulse™ DUO consoles and robust portfolio of fibers and tools for ENT
Compelling strategic rationale and meaningful synergies Enhances BSX global execution within Urology and stone management • Expands BSX’s global footprint and enables direct product delivery to more urologists Global worldwide Strategy • Creates a comprehensive global laser strategy centered on innovation, pairing MOSES™ technology with BSX’s LithoVue™ and comprehensive stone management portfolio Expected to be growth and adjusted EPS* accretive to BSX • Differentiated, premium MOSES™ laser systems enhance procedure efficiency and case Margin throughput; this value-add is driving sales growth and favorable mix shift from reusable to Expansion single-use laser fibers • Vertical integration enhances gross margin, strengthens global supply chain and distribution Adds new commercial, service and technical capabilities • Provides robust infrastructure for China/APAC, expands European footprint New Capabilities • Enhanced capital sales competencies, as well as capabilities for global capital service and repair • Strengthens laser R&D expertise, establishes center of excellence in Israel
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