Johnson & Johnson is set to close its $19.7 billion purchase of Swiss
device maker Synthes, having won the blessing of antitrust regulators in both
the US and Europe.
The healthcare giant got the FTC's go-ahead on Monday, almost two months after the same deal cleared European regulators. The approval from both sides of the Atlantic came with a caveat -- J&J must divest its DePuy Orthopedics Trauma business. The company's June press release plays down the significance of the divestiture (Biomet is getting the business for $280 million), but the FTC's demands make it clear that the original deal would have created a near-monopoly in that market, giving J&J 70% of the US market for treating wrist fractures. The divestiture, including J&J's treatment for distal wrist fractures, is expected to close during the second quarter of 2012.
The healthcare giant got the FTC's go-ahead on Monday, almost two months after the same deal cleared European regulators. The approval from both sides of the Atlantic came with a caveat -- J&J must divest its DePuy Orthopedics Trauma business. The company's June press release plays down the significance of the divestiture (Biomet is getting the business for $280 million), but the FTC's demands make it clear that the original deal would have created a near-monopoly in that market, giving J&J 70% of the US market for treating wrist fractures. The divestiture, including J&J's treatment for distal wrist fractures, is expected to close during the second quarter of 2012.
J&J said the acquisition will boost earnings per share by 3-5 cents this year and 10-15 cents per share by 2013. The company initially expected it to lower EPS by about 22 cents, based on 2010 sales estimates.
The company has also kicked off an accelerated share repurchasing program with Goldman Sachs and JP Morgan Chase to pay for the deal. This move will allow an Ireland-based subsidiary of Janssen to purchase the shares from the two banks using money that is not based in the US, offering the company, and therefore shareholders, a tax benefit. “As a result of the improved financing arrangement of the Synthes merger, our Non-GAAP EPS estimates have increased 3% in 2012E and by 4-5% during 2013E-2017E,” Jefferies analyst Jeffrey Holford wrote in a research note Wednesday.