Merit Medical Acquires Brightwater Medical, Inc.
Merit Medical Systems, Inc, a leading manufacturer and marketer of proprietary disposable devices used in interventional, diagnostic and therapeutic procedures, particularly in cardiology, radiology, oncology, critical care and endoscopy, announced today that it has acquired Brightwater Medical, Inc., based in Temecula, California. The transaction consists of a $35 million upfront payment and potential earn-out payments of up to $15 million based on receipt of CE mark approval and achievement of future sales targets.
Brightwater Medical was founded by Dr. Robert Smouse, Professor of Radiology and Surgery, University of Illinois College of Medicine. Its primary product, the ConvertX®, is a single device used to replace a series of devices and procedures used to treat severe obstructions of the ureter. The system is designed to be implanted once and converted from a nephroureteral catheter to a nephroureteral stent without requiring sedation or local anesthesia. Brightwater Medical recently received FDA clearance for the ConvertX® biliary stent system.
“The ConvertX® system is designed to reduce multiple visits to the hospital, saving patients the risk and discomfort of a second interventional procedure while allowing additional utilization of facilities,” said Fred P. Lampropoulos, Chairman and CEO of Merit Medical. “The ConvertX® system complements Merit’s Resolve™ drainage catheter portfolio and potentially drives pull-through of other Merit products such as InQwire™ guide wires, Advocate™ PTA balloons and other vascular products.”
Over the next several months, Merit Medical intends to maintain Brightwater Medical’s production capabilities in Temecula while duplicating those capabilities in its catheter facility in Pearland, Texas, prior to transferring the ConvertX® manufacturing operations to its Pearland facility. Merit Medical’s management estimates that the transaction will be approximately $(0.05) decretive to earnings per share for the year ending December 31, 2019 on a GAAP basis and approximately $(0.03) decretive to earnings per share for the year ending December 31, 2019 on a non-GAAP basis due to deal-related expenses, severance, transfer and integration costs, and international regulatory expenses. Management’s current revenue expectations for the ConvertX® product for calendar year 2019 are approximately $1 million with expectations of growth to approximately $25 million in the fifth full year of sales. Upon transfer of the ConvertX® manufacturing operations to Merit’s Pearland facility, management believes non-GAAP gross margins in the 70-75% range are attainable.
Brightwater Medical currently has approximately 40 U.S. accounts serviced by two direct sales representatives and a small number of distributors.
“We believe our ability to align this product with our existing sales force calling on interventional radiologists, as well as growth in markets outside the United States will allow for future growth,” Lampropoulos said.
Founded in 1987, Merit Medical Systems, Inc. is engaged in the development, manufacture and distribution of proprietary disposable medical devices used in interventional, diagnostic and therapeutic procedures, particularly in cardiology, radiology, oncology, critical care and endoscopy. Merit serves client hospitals worldwide with a domestic and international sales force and clinical support team totaling in excess of 300 individuals. Merit employs approximately 6,300 people worldwide with facilities in South Jordan, Utah; Pearland, Texas; Richmond, Virginia; Malvern, Pennsylvania; Rockland, Massachusetts; San Jose and Aliso Viejo, California; Maastricht and Venlo, The Netherlands; Paris, France; Galway, Ireland; Beijing, China; Tijuana, Mexico; Joinville, Brazil; Markham, Ontario, Canada; Melbourne, Australia; Tokyo, Japan; Reading, United Kingdom; Johannesburg, South Africa; and Singapore.