Vascular Solutions announced the acquisition of Zerusa Ltd, an Irish medical device company, manufacturer and distributor of the Guardian haemostasis valves. The valves are designed to maintain haemostasis during interventional catheterisation procedures through a novel sealing system which allows simple introduction and removal of interventional devices while providing the option to lock guidewires in place.
Vascular Solutions has been selling the Guardian haemostasis valves in the USA under an exclusive distribution relationship with Zerusa since 2007. In international markets, Zerusa has been selling Guardian through a network of independent distributors.
Worldwide sales of Guardian were US$1.7 million in 2010, consisting of US$1.3 million in sales by Vascular Solutions in the USA and US$0.4 million in sales by Zerusa to distributors for sale in international markets. Effective immediately, international sales of the Guardian products will transition to Vascular Solutions’ existing international distribution network, while USA sales will continue to be made through Vascular Solutions’ direct sales force.
To effectuate the acquisition, Vascular Solutions has organised a wholly-owned subsidiary located in Galway, Ireland. The Irish subsidiary employs the three previous employees of Zerusa and will continue to manage the manufacture and development of Guardian in Ireland. The acquisition price of €3.15 million (US$4.3 million) consists of €2.85 million (US$3.9 million) paid at closing and €0.3 million (US$0.4 million) payable six months following closing.
“We are excited about acquiring the Guardian haemostasis valves and being able to expand their market exposure while capturing the entire margin on the sale of the products in the USA and adding international sales to our results,” commented Howard Root, chief executive officer of Vascular Solutions. “Since we have been selling these products for over three years, we know their position and their potential very well. We also look forward to finalising device improvements to the Guardian valves and developing additional products with our new Irish employees,” Root added.
The acquisition will be accounted for as a business combination in the first quarter of 2011. On a preliminary basis, approximately US$0.1 million of the acquisition price is expected to be allocated to the tangible assets, US$1.8 million is expected to be allocated to intangible assets and the remaining US$2.4 million allocated to goodwill. The intangible assets are expected to be amortised at the rate of approximately US$41,000 per quarter. Vascular Solutions expects the acquisition to be accretive to earnings by approximately US$0.01 per share in 2011, with insubstantial transition and integration costs incurred in the first quarter of 2011.