Medtronic to Buy Intersect ENT for $1.1B

Medtronic plc entered into an agreement with Intersect ENT, a global ear, nose, and throat (ENT) medical technology leader dedicated to transforming patient care, in which Medtronic will acquire all outstanding shares of Intersect ENT for $28.25 per share in an all-cash transaction implying an enterprise value of approximately $1.1 billion. The boards of directors of both companies have unanimously approved the transaction.
 
Medtronic’s acquisition of Intersect ENT expands the company’s portfolio of products used during ear, nose, and throat procedures. The complementary product lines and customer base will further Medtronic’s efforts to have a positive impact for patients who suffer from chronic rhinosinusitis (CRS). Intersect ENT’s PROPEL and SINUVA sinus implants are clinically proven solutions that open sinus passageways and deliver an anti-inflammatory steroid to aid in healing. By combining these products with Medtronic’s navigation, powered instruments, and existing tissue health products, the company intends to offer a broader suite of solutions to assist surgeons treating CRS patients.
 
“This acquisition directly aligns with our commitment to delivering continuous innovation that helps ENT patients,” said Vince Racano, president of the ENT business, which is part of the Neuroscience Portfolio at Medtronic. “Intersect ENT’s sinus implants are clinically proven to offer relief and healing to patients suffering from chronic rhinosinusitis. Combining this innovative technology with our established global presence and sales infrastructure will allow us to broaden our capabilities while expanding access to these valuable therapies.”
 
“This is an exciting day for patients suffering from CRS,” said Thomas West, president and CEO of Intersect ENT. “After years of pioneering technology to help patients heal following sinus surgery, we welcome the integration of Intersect ENT’s portfolio into Medtronic. We are looking forward to the global impact we can make as part of Medtronic, bringing these essential products to more patients than ever before. Thank you to our Intersect ENT employees—without you, we would not have reached this important step in our evolution.”
 
In the U.S., CRS affects 1 in 8 adults (35 million) and often requires a complex combination of medical and surgical therapy. It is one of the top 10 most costly medical conditions for employers, with most patients reporting 5-15+ years of suffering and medical treatment.^1-3 Intersect ENT’s PROPEL implant—used primarily in hospitals and ambulatory surgery centers—is a bioabsorbable, drug-eluting implant inserted after sinus surgery to keep passageways open and deliver an anti-inflammatory steroid to the sinuses. SINUVA implants are primarily used in the office environment for the treatment of recurrent sinus obstruction due to nasal polyps in adult patients who have had ethmoid sinus surgery.
 
Following close, the transaction is expected to be accretive to Medtronic’s weighted average market growth rate (WAMGR), and to be neutral to Medtronic’s adjusted earnings per share in the first twelve months and accretive thereafter.
 
The acquisition is expected to close toward the end of Medtronic’s current fiscal year, subject to the satisfaction of customary closing conditions, including receipt of regulatory clearances and approval by Intersect ENT’s stockholders.
 
Medtronic’s financial advisor for the transaction is Perella Weinberg Partners LP, with Ropes & Gray LLP acting as legal advisor. Intersect ENT’s financial advisor is Goldman Sachs & Co. LLC, with Cooley LLP acting as legal advisor.

References
¹ Hamilos DL. Chronic rhinosinusitis: Epidemiology and medical management. The Journal of Allergy and Clinical Immunology. 2011;128(4):693-707. doi:10.1016/j.jaci.2011.08.004
² Goetzel RZ, Hawkins K, Ozminkowski RJ, Wang S. The health and productivity cost burden of the “top 10” physical and mental health conditions affecting six large U.S. employers in 1999. Journal of occupational and environmental medicine. 2003;45(1):5-14. doi:10.1097/00043764-200301000-00007
³ Medtronic Acquired Market Research, IPSOS, CRS HDM Report (June 2016)