Philips EchoNavigator live image guidance tool. Courtesy of Philips

Amsterdam, the Netherlands and San Diego, CA, USA - December 17, 2014

• Philips to acquire Volcano for USD 18.00 per share; total transaction value of USD 1.2 billion (approx. EUR 1 billion), inclusive of Volcano’s cash and debt

• Agreement to acquire Volcano, a global leader in catheter-based imaging and measurement solutions for cardiovascular applications, advances Philips’ focused strategy in image guided therapy

• Volcano provides proven clinical development and commercialization capabilities for Philips’ next generation of imaging and measurement Technologies

• Philips expects the transaction to accelerate sales growth as combined business is optimally positioned to address unmet needs in EUR 4 billion image-guided therapy market

• Transaction expected to be accretive to Philips EPS by 2017 driven by revenue and cost synergies

Royal Philips (NYSE: PHG; AEX: PHIA) and Volcano Corporation (NASDAQ:VOLC), a global leader in catheter-based imaging and measurement solutions for cardiovascular applications, today announced that they have entered into a definitive  merger agreement.

Dr Lukas Dekker performing EP procedure. Courtesy of Philips

Pursuant to the agreement, Philips will commence a tender offer to acquire all of the issued and outstanding shares of Volcano for USD 18.00 per share, or a total equity purchase price of USD 1 billion (approx. EUR 800 million), to be paid in cash upon completion.

The board of directors of Volcano has unanimously approved the transaction and recommends the offer to its shareholders.

The transaction is expected to close in the first quarter of 2015.

Fusing live X-ray and live echo for intuitive guidance during structural heart disease procedures. Courtesy of Philips

The combination of two industry leaders will create new sources of recurring revenue streams and increase sales growth for Philips in the EUR 4 billion image-guided therapy market opportunity.

Sales growth will be accelerated through Volcano’s close customer relationships associated with its disposable products and channel synergies that will create cross-selling opportunities between both companies’ existing customer bases.

Fusing live X-ray and live echo for intuitive guidance during structural heart disease procedures. Courtesy of Philips

Furthermore, the combination of Volcano’s proven clinical development and commercialization capabilities with Philips’ next generation of imaging and measurement technologies, will allow Philips to introduce new solutions in higher growth segments such as the minimally invasive treatment of heart rhythm disorders and structural heart diseases.

These are promising segments growing at double-digit rates.

Fusing live X-ray and live echo for intuitive guidance during structural heart disease procedures. Courtesy of Philips

“The agreement to acquire Volcano significantly advances our strategy to become the leading systems integrator in image-guided therapies,” said Frans van Houten, Chief Executive Officer of Royal Philips.
”Volcano’s impressive and unique product portfolio is highly complementary to our strong offering in live image-guidance solutions, creating an opportunity to accelerate the revenue growth for our image-guided therapy business to a high single-digit rate by 2017. Our combined sales forces will be able to capture immediate cross selling opportunities, while our joint R&D teams will be able to develop new solutions to address significant unmet needs in the minimally invasive treatment of cardiovascular diseases.”

Frans van Houten, Chief Executive Officer of Royal Philips. Courtesy of Philips

Mr. Van Houten added:
“Image-guided therapies provide significant benefits for healthcare systems and patients, including reduced patient trauma, shorter recovery times and hospital stays, and lower costs. As a result, our clinical partners and customers are asking for a tighter integration of imaging and measurement technologies to enable such therapies. This transaction allows us to provide our customers with an integrated solution to improve procedural outcomes at a decisive stage in the health continuum.”

TeachIVUS is a web-based simulation teaching tool designed for cardio- vascular health professionals. Courtesy of Volcano

“I am very excited that Volcano will become part of Philips and join forces with its leading image guided therapy business,” said Scott Huennekens, Volcano President and Chief Executive Officer.
“This transaction will be beneficial for our shareholders, customers, partners and employees. There is a large and growing global market opportunity for image-guided therapies, and as part of Philips, we gain the scale and resources needed to accelerate our goals of improving patient outcomes on a global basis, lowering cost and delivering innovative diagnostics and therapies in the coronary and peripheral markets. In addition, our shared expertise in the image-guided therapy market will allow us to further globalize our leading IVUS and FFR product offerings and enter new product areas. We look forward to working closely with Philips and ensuring a smooth transition and closing.”

Volcano Peripheral IVUS catheter. Courtesy of Philips

Upon completion of the transaction, the Volcano business and its 1,800 employees will be part of a dedicated, new image-guided therapy business group within Philips, which will be led by Philips executive Bert van Meurs, an experienced leader in the health care industry with a proven track record in the image-guided therapy market.


Financials

The acquisition will create a strategically and financially compelling combination that will provide higher growth, additional operating leverage through more productive sales operations, and enhance commercialization opportunities in new, adjacent segments.

Philips will drive operational performance improvements through cost synergies and the implementation of proven productivity improvement methodologies such as Lean.

As a result, the transaction is expected to be accretive to Philips’ reported earnings per share by 2017, and Philips targets an EBITA margin for its image-guided therapy business group of around 20% by 2017.

Volcano Peripheral IVUS catheter curved. Courtesy of Philips

The transaction is structured as a cash tender offer by Philips for all of the issued and outstanding shares of Volcano, to be followed by a merger in which each share of Volcano not tendered in the tender offer will be converted into the USD 18.00 per share price paid in the tender offer.

Pursuant to the merger agreement, the transaction is subject to customary closing conditions, including certain regulatory clearances in the US and in certain non-US jurisdictions.

The tender offer is not subject to any financing conditions. Philips intends to finance the acquisition through a combination of cash on hand and the issuance of debt.


For further information, please contact:

Philips:

Steve Klink
Philips Group Communications
Tel.: +31 6 1088 8824
E-mail: steve.klink@philips.com  

Joost Akkermans
Philips Group Communications
Tel: +31 6 3175 8996
E-mail: joost.akkermans@philips.com  

Volcano:

Jacquie Keller
Media Relations, Volcano Corporation
Tel: +1 858-720-4142
Email: jkeller@Volcanocorp.com  

Neal Rosen
Investor Relations, Volcano Corporation
Tel: +1 650-458-3014
Email: nrosen@Volcanocorp.com  


About Royal Philips

Royal Philips (NYSE: PHG, AEX: PHIA) is a diversified health and well-being company, focused on improving people’s lives through meaningful innovation in the areas of Healthcare, Consumer Lifestyle and Lighting.

Headquartered in the Netherlands, Philips posted 2013 sales of EUR 23.3 billion and employs approximately 115,000 employees with sales and services in more than 100 countries.

The company is a leader in cardiac care, acute care and home healthcare, energy efficient lighting solutions and new lighting applications, as well as male shaving and grooming and oral healthcare.

News from Philips is located at www.philips.com/newscenter 


About Volcano Corporation

Through its multi-modality platform, Volcano is the global leader in intravascular imaging for coronary and peripheral therapeutic devices.

The company's broad range of technologies makes imaging and therapy simpler, more informative and less invasive and offers physicians and their patients around the world with industry-leading tools that aid diagnosis and guide and provide therapy.

Founded in cardiovascular care and expanding into other specialties, Volcano is focused on improving patient and economic outcomes.

For more information, visit the company's website at www.Volcanocorp.com 


Video
Frans van Houten comments on agreement to acquire Volcano

https://www.youtube.com/watch?v=i5RewZZJ3S0  


Video
Philips EchoNavigator

https://www.youtube.com/watch?v=40iHkbPTcb0  


Sources:

Royal Philips

http://www.newscenter.philips.com/main  

Volcano

http://ir.volcanocorp.com/releases.cfm  



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