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Terumo Announces Acquisition of CaridianBCT

Terumo Corporation  today announced that it has entered into a Stock Purchase Agreement to acquire  CaridianBCT , a leading global provider in the blood transfusion industry as follows:

7/3/2011 - Tokyo, Japan

1. Background

Ever since it made its first entry into the blood transfusion market in the 1960s, Terumo has been expanding both domestically and internationally, especially in blood bag products, and now has grown into the No.5 blood transfusion player globally. The blood transfusion industry, which showed only modest growth in the past, is now transforming into a dynamic high-growth business segment. There is rising global demand for blood transfusion products, in part due to the aging of the population in developed nations (and increased need for treatments requiring blood products) and, in emerging economies, it is the rapid development of healthcare infrastructure.

In this fast-changing environment, Terumo is focused on expanding its blood transfusion business, as part of its core strategy to achieve the long-term objective of "target revenue of ¥1 trillion within 10 years." The acquisition of CaridianBCT will transform Terumo's transfusion business by expanding Terumo's offerings into complementary business lines and geographies. CaridianBCT is one of the world's leading providers in blood processing technologies for blood banks, hospitals, biotech and therapeutic applications. This transaction will allow Terumo to offer a wider range of blood processing technologies and greatly expand Terumo's geographic presence, particularly in the key North American market.

With this Acquisition, it is possible for Terumo to dramatically drive its growth strategies to achieve the target revenue of 
¥1 trillion.

2. Objectives

1) Create a leading global player in blood transfusion products
With the Acquisition, Terumo is expected to attain, on a consolidated basis, revenue of approx. ¥70 billion in the blood transfusion business creating a global leader in blood transfusion. The Acquisition of CaridianBCT is highly complementary with Terumo. Terumo will combine its expertise in whole blood collection with CaridianBCT's extensive experience, and exceptional quality and services in the highly successful and established Automated Collections and Therapeutic Systems business areas, together with their recently launched high-growth business areas of Whole Blood Processes, Pathogen Reduction Technologies and Cell Therapies to meet the widespread demand for blood transfusion technologies around the world. Geographically, Terumo will also reinforce its operational platforms in the United States, Europe and Latin America, in which CaridianBCT has a strong position.

2) Business for sustainable growth
Since 2000, CaridianBCT has maintained an average compounded annual sales growth rate of 12% and is poised for further growth. CaridianBCT's complementary apheresis technology for the separation of blood into its components is a key driver for this transaction, particularly as the increasing number of cancer patients in the aging populations of the developed world will increase the demand for platelet transfusion (to counteract the effects of anticancer drugs and radioactive treatments), CaridianBCT is an innovation-oriented company with various technology‐driven platforms including automated blood processing products and pathogen reduction systems that would also lead to
mid-to-long term growth.

3) New core business to drive global growth
With the Acquisition, Terumo's sales composition for the blood transfusion business will increase from current 8% to 18%, which allows Terumo's blood transfusion business to be a new core business for global growth. In order to attain the target revenue of ¥1 trillion, it is absolutely essential that Terumo continuously expand business segments that can deliver two-digit growth. Since 1990s, Terumo has been expanding its business globally mainly with the cardiovascular business, and now it has acquired another key driver for global expansion that can achieve two-digit growth.

3. Summary

(1) Target company CaridianBCT Holding Corp.
(2) Seller Company Gambro AB
(3) Purchase price USD 2,625 million
(4) Financing Terumo plans to finance through funds on hand and bank loans.
(5) Change in CridianBCT shares
held by Terumo (planned)
Before the Acquisition 0%
After the Acquisition 100%

4. Profile of CaridianBCT

(1) Name CaridianBCT Holding Corp.
(2) Representative David Perez , President and CEO
(3) Established 1964
(4) Head office Colorado, USA
(5) Main activities Manufacture and sale of blood transfusion equipment and related disposable supplies
(6) No. of employees Approx. 2,300 (as of February 2011)
(7) Fiscal Year End December
(8) Shareholder Gambro AB 100%
(9) Recent business performance

(USD in million)2008/122009/122010/12*

                                                                                                                                                               *Pre-audit data

5. Future outlook

The Acquisition completion estimate is in late April to early May, 2011, impact to business results and financials will be announced in a timely manner upon the finalization of the acquisition price.
Accretion to EPS before Amortization of Goodwill is prospected by ending March 2012.

Company Name: Terumo Corporation (TSE: 4543)
Representative: Yutaro Shintaku
Representative Director & President
Inquiries: Tetsuya Kumei
General Manager,
Corporate Commumication/IR Dept.
phone: +81-3-3217-6550

This announcement contains certain forward-looking statements. These forward-looking statements may be identified by words such as 'expects', 'expected', 'will', 'would', 'future' or similar expressions or by discussion of, among other things, strategy, goals, plans or intentions. Various factors may cause actual results to differ materially in the future from those reflected in forward-looking statements contained in this document, including but not limited to:
(1) macroeconomic condition and general industry conditions such as the competitive environment for medical equipment business; (2) regulatory and litigation matters and risks; (3) legislative developments; (4) changes in tax and other laws and the effect of changes in general economic conditions; (5) the risk that a condition to closing of the Acquisition may not be satisfied; (6) the risk that a regulatory approval that may be required for the Acquisition is not obtained or is obtained subject to conditions that are not anticipated; and (7) other risks to consummation of the Acquisition. Terumo undertakes no obligation to publicly update any forward-looking statements after the date of this press release.