Empresas y finanzas

KCI to Acquire LifeCell for $1.7 Billion in Cash Creating a Global Medical Technology Leader



    Acquisition Highlights:

    -- Combination establishes leading platform in rapidly growing
    biosurgery market

    -- Acquisition of new growth platform represents significant
    diversification and expansion of KCI´s business portfolio and
    long-term revenue and earnings growth

    -- Combines two market leaders with complementary, best-in-class
    technologies and advances KCI´s presence in the operating room
    and acute care setting

    -- Strong shared commitment to innovation and commercialization
    of novel medical solutions

    -- Purchase price of $51.00 per share represents 18% premium over
    April 4, 2008 closing price

    Kinetic Concepts, Inc. (NYSE:KCI), a global medical technology
    company with leadership positions in advanced wound care and
    therapeutic support systems, and LifeCell Corporation (NASDAQ:LIFC), a
    leader in innovative tissue repair products for use in reconstructive,
    urogynecologic and orthopedic surgical procedures, today announced
    that they have signed a definitive agreement whereby KCI will acquire
    LifeCell for $51.00 per share, or $1.7 billion in cash. The offer
    represents an 18% premium over the closing price of LifeCell´s stock
    on April 4, 2008, and a 26% premium over the 90-day volume weighted
    average trading price. The boards of directors of both companies have
    unanimously approved the transaction.

    Following the completion of the transaction, LifeCell will operate
    as a new global biosurgery division within KCI. Paul Thomas will
    continue to lead the business as President of the division and will
    join KCI´s Executive Committee. LifeCell´s management team and
    corporate headquarters will continue to be located in Branchburg, New
    Jersey. Based on existing KCI and LifeCell operations, the combined
    companies are expected to generate revenue of approximately $2 billion
    in 2008 and will employ more than 7,000 people.

    "This is an exciting day for KCI," said Catherine Burzik,
    President and Chief Executive Officer of KCI. "LifeCell is an
    exceptional strategic fit for us. The acquisition of LifeCell provides
    additional long-term growth opportunities, benefiting patients and
    physicians and delivering sustained value to our shareholders. The
    acquisition brings together two respected market leaders with
    well-established best-in-class technologies. This combination allows
    us to accelerate our strategy to increase KCI´s presence in the
    operating room and will leverage our broad global market reach to
    drive future growth of LifeCell´s products. The focus of the
    integrated management team will be to bring to market unparalleled
    therapeutic solutions for patients. I am confident that the combined
    company will be a powerful force in delivering advanced therapies for
    complex clinical situations. We admire the achievements of Paul Thomas
    and his management team and look forward to welcoming LifeCell´s
    world-class sales force and product development organizations to KCI
    where they will play a crucial role in our future success."

    "Our board of directors and management team believe this
    transaction makes strategic sense for our company, offers a premium to
    our stockholders and creates exciting opportunities for our
    employees," said Paul Thomas, Chairman of the Board, President and
    Chief Executive Officer of LifeCell. "We expect that the combination
    of our leadership position in regenerative medicine and KCI´s
    innovative therapeutic approach to wound healing will present
    opportunities for both organizations to expand the markets we serve.
    KCI´s global infrastructure will accelerate the penetration of
    LifeCell products into international markets. We also believe KCI´s
    experience and leadership position in advanced wound care will
    facilitate the adoption of LifeCell´s innovative products into this
    market. Together, we look forward to improving the lives of more
    patients around the world."

    Benefits of the Combination

    -- Global Biosurgical Leadership: KCI will leverage its
    infrastructure together with LifeCell´s products to create a
    global medical technology leader with extensive experience
    developing and commercializing best-in-class technologies and
    clinically-proven products that achieve superior patient
    outcomes.

    -- Diversification of KCI Revenue Stream: The combination will
    significantly diversify KCI´s future revenue. The company´s
    advanced wound care platform has been its primary growth
    driver and this acquisition represents the third major product
    line for the company going forward. With revenue growth at 35%
    in 2007, LifeCell would have represented approximately 11% of
    combined revenue and provides a meaningful enhancement to the
    growth trajectory that currently exists for KCI´s negative
    pressure technology platform.

    -- Increased Presence in the Operating Room and Acute Care
    Setting: KCI continues to focus on the operating room and the
    acute care setting both with its current product offerings and
    with the development of novel products from its negative
    pressure technology platform. Because LifeCell´s products are
    primarily used in these care settings, this acquisition
    accelerates KCI´s strategy and provides additional growth
    opportunities for the combined company´s advanced products.

    -- Combined Research and Development Capabilities: KCI and
    LifeCell share similar philosophies for research and product
    development. This acquisition will bring complementary
    technical capabilities together to facilitate the timely
    commercialization of high-value solutions to complex, unmet
    clinical needs.

    Financing and Structure

    Under the terms of the merger agreement, a subsidiary of KCI will
    commence a cash tender offer to acquire all outstanding shares of
    LifeCell´s common stock at a price of $51.00 per share. KCI´s
    obligation to consummate the tender offer is conditioned upon the
    tender of at least a majority of the fully diluted LifeCell shares in
    the offer, completion and funding of KCI´s financing arrangements
    described below, and the satisfaction of regulatory and other
    customary closing conditions. Following completion of the tender
    offer, any remaining LifeCell shares would be acquired in a merger for
    $51.00 per share.

    KCI will use cash on hand and proceeds from a fully underwritten
    debt financing from Bank of America and JPMorgan Chase Bank for the
    acquisition. The bank financing includes syndicated term loans and a
    revolving credit facility. Funding under the commitment is subject to
    various conditions, including consummation of the tender offer in
    accordance with the terms of the merger agreement and other conditions
    similar to those applicable to the completion of the tender offer and
    merger. As part of permanent financing and subject to market
    conditions, KCI may access the equity-linked markets during 2008. KCI
    and LifeCell had combined EBITDA in excess of $500 million in 2007 and
    KCI expects to rapidly pay down debt.

    KCI believes substantial opportunities exist to leverage adjacent
    technologies and global infrastructure to drive meaningful revenue
    synergies, and expects a reduction of certain general and
    administrative expenses. Excluding the non-cash amortization of
    intangibles, the transaction is expected to be initially dilutive to
    cash earnings per share, becomes accretive to cash earnings per share
    during 2009 and significantly accretive in 2010 and thereafter. On a
    GAAP basis, the transaction is expected to become accretive to
    earnings per share during 2010.

    J.P. Morgan Securities Inc. acted as financial advisor to KCI and
    Merrill Lynch & Co. acted as financial advisor to LifeCell. Skadden,
    Arps, Slate, Meagher & Flom LLP and Lowenstein Sandler PC served as
    legal advisors to KCI and LifeCell, respectively.

    Ideal Strategic Partner

    LifeCell´s best-selling product AlloDerm(R), used to repair
    damaged tissue in hernias and breast reconstruction, generated $167
    million in revenue for the company last year. LifeCell is the clear
    leader in the rapidly growing biologics market. The addition of
    LifeCell expands KCI´s offerings in the biosurgery and surgical suite
    and provides access to new commercial and therapeutic opportunities.
    By capitalizing on LifeCell´s strong relationships with acute care
    operating physicians, KCI will have a platform upon which to launch
    its next generation negative pressure-based products for the surgery
    suite. Additionally, KCI plans to leverage its broad reach and global
    competencies in market development, regulatory and reimbursement
    functions to accelerate the global introduction of LifeCell´s
    products.

    LifeCell´s newest product, Strattice(TM), is the next generation
    of regenerative products and has the potential to transform the tissue
    regeneration industry. Easier to use, non-refrigerated, and available
    in large sizes, Strattice(TM) will provide the company´s biosurgery
    business opportunities for growth in other therapeutic areas and
    international markets. Strattice(TM) received 510(k) FDA clearance in
    June 2007 and is commercially available in the U.S.

    Web Cast

    KCI and LifeCell will host a joint conference call to discuss the
    transaction on April 7, 2008, at 9:00 a.m. ET. To join the live audio
    portion of the call, domestic callers should dial 866-202-0886 and
    international callers should dial 617-213-8841 and give the operator
    the conference ID #58919422. The conference call will also be
    available by web cast at http://www.kci1.com/investor/index.asp. There
    will be a slide presentation that accompanies the audio portion of the
    conference call. To view the slide presentation while listening to the
    audio, log on at http://www.kci1.com/investor/index.asp. The archived
    audio with slides will be available on KCI´s web site shortly after
    the conclusion of the call.

    About KCI

    KCI is a global medical technology company with leadership
    positions in advanced wound care and therapeutic support systems. We
    design, manufacture, market and service a wide range of proprietary
    products that can improve clinical outcomes and can help reduce the
    overall cost of patient care. Our advanced wound care systems
    incorporate our proprietary Vacuum Assisted Closure(R), or V.A.C. (R)
    Therapy technology, which has been demonstrated clinically to promote
    wound healing through unique mechanisms of action and can help reduce
    the cost of treating patients with serious wounds. Our therapeutic
    support systems, including specialty hospital beds, mattress
    replacement systems and overlays, are designed to address pulmonary
    complications associated with immobility, to reduce skin breakdown and
    assist caregivers in the safe and dignified handling of obese
    patients. We have an infrastructure designed to meet the specific
    needs of medical professionals and patients across all healthcare
    settings, including acute care hospitals, extended care organizations
    and patients´ homes, in 19 countries in the United States and abroad.
    For more information, visit our web site at www.kci1.com.

    About LifeCell

    LifeCell is the leading provider of innovative biological products
    for soft tissue repair. Surgeons use our products to restore
    structure, function and physiology in a variety of reconstructive,
    orthopedic and urogynecologic surgical procedures. LifeCell´s products
    include: ALLODERM(R) regenerative tissue matrix, for plastic
    reconstructive, general surgical, burn and periodontal procedures;
    STRATTICE(TM) reconstructive tissue matrix, for plastic reconstructive
    and general surgical procedures; GRAFTJACKET(R) regenerative tissue
    matrix, for orthopedic applications and lower extremity wounds;
    ALLOCRAFT(R)DBM, for bone grafting procedures; and REPLIFORM(R) tissue
    regeneration matrix for urogynecologic surgical procedures. The
    Company´s research and development initiatives include programs
    designed to extend the use of its current marketed products into new
    surgical applications as well as expanding its product line in the
    rapidly growing biosurgery market. For more information, view our web
    site at www.LifeCell.com.

    Forward Looking Statements

    This communication contains forward-looking statements, which may
    be identified by words such as "believes," "expects," "anticipates,"
    "estimates," "projects," "intends," "should," "seeks," "future,"
    "continue," or the negative of such terms, or other comparable
    terminology. Forward-looking statements are subject to risks,
    uncertainties, assumptions and other factors that are difficult to
    predict and that could cause actual results to vary materially from
    those expressed in or indicated by them. Factors that could cause
    actual results to differ materially include, but are not limited to:
    (1) the occurrence of any event, change or other circumstances that
    could give rise to the termination of the merger agreement; (2) the
    outcome of any legal proceedings that may be instituted against KCI,
    LifeCell and others following announcement of the merger agreement;
    (3) the inability to complete the tender offer or the merger due to
    the failure to satisfy the conditions to the offer and the merger,
    including obtaining at least a majority of LifeCell´s shares in the
    tender offer, the consummation of KCI´s financing, the expiration of
    the waiting period under the Hart-Scott-Rodino Antitrust Improvements
    Act of 1976, as amended, and the receipt of other required regulatory
    approvals; (4) risks that the proposed transaction disrupts current
    plans and operations and potential difficulties in employee retention
    as a result of the Offer or the merger; (5) the ability to recognize
    the benefits of the merger; (6) the increased leverage as a result of
    the transaction; (7) legislative, regulatory and economic
    developments; and (8) other factors described in filings with the SEC.
    Many of the factors that will determine the outcome of the subject
    matter of this communication are beyond KCI´s and LifeCell´s ability
    to control or predict. The companies can give no assurance that any of
    the transactions related to the offer will be completed or that the
    conditions to the offer and the merger will be satisfied. The
    companies undertake no obligation to revise or update any
    forward-looking statement, or to make any other forward-looking
    statements, whether as a result of new information, future events or
    otherwise. The companies are not responsible for updating the
    information contained in this communication beyond the published date,
    or for changes made to this communication by wire services or Internet
    service providers.

    Important Information

    The tender offer described herein has not yet been commenced. The
    description contained herein is neither an offer to purchase nor a
    solicitation of an offer to sell securities of LifeCell. At the time
    the tender offer is commenced, KCI and its wholly-owned subsidiary
    intend to file a Tender Offer Statement on Schedule TO containing an
    offer to purchase, forms of letters of transmittal and other documents
    relating to the tender offer, and LifeCell intends to file a
    Solicitation/Recommendation Statement on Schedule 14D-9 with respect
    to the tender offer.

    KCI, its wholly-owned subsidiary and LifeCell intend to mail these
    documents to the stockholders of LifeCell. These documents will
    contain important information about the tender offer, and stockholders
    of LifeCell are urged to read them carefully when they become
    available. Stockholders of LifeCell will be able to obtain a free copy
    of these documents (when they become available) and other documents
    filed by LifeCell or KCI with the SEC at the web site maintained by
    the SEC at www.sec.gov. In addition, stockholders will be able to
    obtain a free copy of these documents (when they become available)
    from KCI by contacting KCI at 8023 Vantage Drive, San Antonio, TX
    78230-4726, attention: Investor Relations, or from LifeCell by
    contacting LifeCell at One Millennium Way, Branchburg, New Jersey
    08876, attention: Investor Relations.