Endo International has entered into a definitive agreement with Boston Scientific, under which Boston Scientific will acquire Endo's American Medical Systems' (AMS) men's and prostate health businesses for up to $1.65 billion, with $1.6 billion in cash payable at closing. Endo is also eligible to receive a potential milestone payment of $50 million in cash conditioned on Boston Scientific achieving certain product revenue milestones in the men's health and prostate health businesses in 2016. In addition, Endo is currently evaluating strategic alternatives for the AMS Women's Health business.
"The divestiture of AMS marks the continued execution of our business strategy and furthers the transformation of Endo into a leading global specialty pharmaceutical company," said Rajiv De Silva, president and CEO of Endo. "This transaction provides us with greater financial flexibility and better positions the company to take advantage of value-creating M&A opportunities for our pharmaceuticals businesses. As a result of the divestiture, we expect to realise an increase in our revenue growth rate, an improvement in our operating margin profile and a decrease in our overall effective tax rate. I would like to thank all of our AMS colleagues for their continued dedication and efforts in support of the business and its growth. We are confident that the combined expertise, resources and product portfolio of AMS and Boston Scientific will create a leader in the male urological device space dedicated to improving patients' lives."
The transaction is expected to close in the third quarter of 2015, subject to customary conditions, including the expiration or termination of any applicable waiting periods under applicable competition laws. Endo will classify and report results of AMS as Discontinued Operations. Full year 2015 Endo guidance will be provided on a continuing operations basis.
BofA Merrill Lynch is serving as financial advisor to Endo, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as its legal advisor.