REG - Smiths Group PLC - Completion of Smiths Medical sale

SmithsAnnouncement

07/01/2022 07:00

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RNS Number : 7059X  Smiths Group PLC  07 January 2022

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FOR IMMEDIATE RELEASE

 

7 January 2022

 

SMITHS GROUP PLC

 

Completion of Smiths Medical sale

 

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 shares(( 1  (#_ftn1) )). 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 Smiths(( 2  (#_ftn2) )), 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."

 

Enquiries:

  Investor enquiries          Media enquiries
 Jemma Spalton, Smiths Group  Alex Le May, FTI Consulting

+44 (0)7867 390350
+44 (0)7702 443312

jemma.spalton@smiths.com
smiths@fticonsulting.com

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
(http://www.smiths.com/)

 1  (#_ftnref1) As at ICU Medical's closing share price on 7 September 2021

 2  (#_ftnref2) Subject to Smiths retaining beneficial ownership of a certain
amount of  ICU Medical shares.

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