MURRAY HILL, N.J., May 05, 2010 (BUSINESS WIRE) --C. R. Bard, Inc. (NYSE: BCR) today announced that it has reached a definitive agreement to acquire SenoRx, Inc. (Nasdaq: SENO), for a purchase price of $11.00 per share in cash, totaling approximately $200 million, net of cash acquired. The transaction, approved by the boards of directors of both companies, will be structured as a merger subject to the approval of SenoRx's shareholders and the satisfaction of customary conditions, including Hart-Scott-Rodino clearance. SenoRx, located in Irvine, California, markets the EnCor(R) stereotactic-guided and MRI-guided breast biopsy systems, the Gel Mark(R) line of breast tissue markers and the Contura(R) balloon catheter for the treatment of breast cancer, and had 2009 revenues of $55.6 million. Upon completion of the merger, the SenoRx organization will become part of Bard's Peripheral Vascular division.
Breast cancer is the second leading cause of cancer death in women, with early diagnosis critical to survival. Various imaging technologies are used to locate and biopsy suspicious lesions that could be cancerous. The most common imaging technologies include stereotactic (X-ray-based), magnetic resonance imaging (MRI) and ultrasound. The addition of SenoRx will expand Bard's business beyond its current portfolio of products used in ultrasound-guided procedures to include breast biopsy devices designed to work in each of these imaging modalities.
Timothy M. Ring, chairman and CEO, commented, "The SenoRx acquisition represents a very compelling strategic opportunity for Bard, enabling us to provide customers leadership products across all breast biopsy and marker segments in addition to providing Bard its first therapeutic device for site-specific partial breast irradiation after lumpectomy procedures. SenoRx brings significant product innovation in breast care and we are confident that the combination will result in positive benefits for hospitals, doctors and patients."
Based on the anticipated completion of the merger in the third quarter, Bard expects this transaction to dilute fiscal 2010 GAAP earnings by approximately $0.08 - $0.11 per share and 2010 earnings, excluding items that affect comparability between periods, by approximately $0.03 - $0.06 per share.
C. R. Bard, Inc. (www.crbard.com), headquartered in Murray Hill, NJ, is a leading multinational developer, manufacturer and marketer of innovative, life-enhancing medical technologies in the fields of vascular, urology, oncology and surgical specialty products.
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are based on management's current expectations, the accuracy of which is necessarily subject to risks and uncertainties. These statements are not historical in nature and use words such as "anticipate", "estimate", "expect", "project", "intend", "forecast", "plan", "believe", and other words of similar meaning in connection with any discussion of future operating or financial performance. Many factors may cause actual results to differ materially from anticipated results including product developments, sales efforts, income tax matters, the outcomes of contingencies such as legal proceedings, and other economic, business, competitive and regulatory factors. The company undertakes no obligation to update its forward-looking statements. Please refer to the Cautionary Statement Regarding Forward-Looking Information in our March 31, 2010 Form 10-Q for more detailed information about these and other factors that may cause actual results to differ materially from those expressed or implied.
This press release contains financial measures that are not calculated in accordance with United States generally accepted accounting principles (GAAP). The company excludes items that may cause certain statements of income categories not to be indicative of ongoing operating results, and therefore affect the comparability of results between periods. The company therefore believes that these non-GAAP measures provide an additional and meaningful assessment of the company's ongoing operating performance. Because the company has historically reported these non-GAAP results to the investment community, management also believes that the inclusion of these non-GAAP measures provides consistency in its financial reporting and facilitates investors' understanding of the company's historic operating trends by providing an additional basis for comparisons to prior periods. Management uses these non-GAAP measures: (1) to establish financial and operational goals; (2) to monitor the company's actual performance in relation to its business plan and operating budgets; (3) to evaluate the company's core operating performance and understand key trends within the business; and (4) as part of several components it considers in determining incentive compensation.
Management recognizes that the use of these non-GAAP measures has limitations, including the fact that they may not be comparable with similar non-GAAP financial measures used by other companies and that management must exercise judgment in determining which types of charges or other items should be excluded from the non-GAAP financial information. All non-GAAP financial measures are intended to supplement the applicable GAAP disclosures and should not be considered in isolation from, or as a replacement for, financial information prepared in accordance with GAAP.
SOURCE: C. R. Bard, Inc.
C. R. Bard, Inc.
Eric J. Shick, 908-277-8413
Vice President, Investor Relations
Scott T. Lowry, 908-277-8365
Vice President and Treasurer