Smiths Group plc ("Smiths") is pleased to announce that it has completed the sale of Smiths Medical to ICU Medical, Inc. (“ICU”) in accordance with the terms of the sale agreement entered into between the parties. The transaction was originally announced on 8 September 2021. 99.97% of the shareholder votes received at the General Meeting on 17 November 2021 were in support of the sale.
Terms of the transaction
At the time of announcement, the transaction represented an enterprise value of $2.7bn for Smiths Medical, including approximately $1.85bn in immediate cash proceeds and $0.5bn in ICU shares1. The aggregate enterprise value could increase to over $3.0bn if ICU’s share price averages $300 or more for any 30-day period during the next three years, or for any 45-day period in the next four years. This will trigger additional cash consideration of $0.1bn payable to Smiths2, plus a $0.25bn increase in the value of ICU shares.
Share buyback and use of proceeds
In connection with the transaction, Smiths announced that it intends to return an amount representing 55% of the initial cash proceeds (equating to $1bn or £742m) to shareholders in the form of a share buyback programme. All shares purchased under the programme will be cancelled. Smiths initiated this programme on 19 November 2021 and has purchased 4.2m shares to date, for a total consideration of £64.3m. The balance of the initial cash proceeds will be used to accelerate value creative growth opportunities and further reinforce Smiths’ strong balance sheet.
Commenting on the announcement, Paul Keel, CEO of Smiths Group plc stated:
“At our capital markets event in November, we emphasised the exciting and tangible opportunity we have to deliver on our significant potential. I am pleased to announce that we have completed the sale of Smiths Medical ahead of schedule, another example of the accelerated pace at which we are now moving. This is our largest portfolio move in over a decade and positions us even more strongly to access the growth available in our industrial technology core.
On behalf of everyone at Smiths, I’d like to thank our Smiths Medical colleagues for their many contributions over the years and wish them every success moving forward with ICU Medical.”
Jemma Spalton, Smiths Group
+44 (0)7867 390350
Alex Le May, FTI Consulting
+44 (0)7702 443312
Legal Entity Identifier (LEI): 213800MJL6IPZS3ASA11
About Smiths Group
For over 170 years, Smiths Group has been pioneering progress by improving the world through smarter engineering. We serve millions of people every year, to help create a safer, more efficient and better-connected world, across four major global markets: Energy, General Industry, Security & Defence, and Aerospace. Listed on the London Stock Exchange, Smiths employs c.14,600 colleagues in over 50 countries. For more information visit www.smiths.com
1 As at ICU Medical’s closing share price on 7 September 2021
2 Subject to Smiths retaining beneficial ownership of a certain amount of ICU Medical shares.