Conshohocken medical tech company to be bought for $1.5 billion

Viasys Healthcare Inc., a Conshohocken medical technology company, is being acquired by Cardinal Health Inc., the second-largest U.S. drug distributor, for $1.5 billion, including debt.

Cardinal Health, an $80 billion company, said today if the deal, approved by both boards, is completed this summer, Viasys will become a wholly-owned subsidiary of Cardinal Health.

Dublin, Ohio-based Cardinal Health said the acquisition would expand its clinical and medical product offerings worldwide and establish Cardinal as a leader in the $4 billion respiratory-care market.

Cardinal Health's offer of $42.75 a share for Viasys is a 35 percent premium to Viasys' Friday closing share price of $31.55.

Viasys shares soared 36.5 percent to $43.08 after the announcement. Shares of Cardinal Health were up 5 cents to $69.12 in midday trading.

Cardinal Health competes with AmerisourceBergen Corp. in Valley Forge, the nation's third-largest drug wholesaler, and No. 1 ranked McKesson Corp. The three distribute the majority of prescription pharmaceuticals to U.S. pharmacies, hospitals and nursing homes.

"Viasys is a great strategic fit," said Cardinal Health chief executive officer R. Kerry Clark. "Viasys has great brands and products, along with an exciting technology pipeline that really complements our lineup."

Viasys was on a list of companies Cardinal was interested in buying for a long time, Clark said, during a conference call with analysts. Talks with Viasys began a month ago, and stepped up in the last two weeks, after Cardinal learned that another unnamed company was expected to make an offer to buy Viasys.

"We had to act fairly quickly because we learned another company was involved," Clark said.

Viasys, which had revenue of $610 million last year, focuses on respiratory, neurology, medical disposable and orthopedic products.

Viasys has more than 7,000 hospital customers in 100 countries and generates 40 percent of its revenue from customers outside the United States, adding substantially to Cardinal's international presence, particularly in Western Europe and Asia, the company said.

Cardinal said the purchase would reduce profit by 10 cents a share in fiscal 2008, which begins in July.

But the company reitterated guidance of $3.95 to $4.15 adjusted earnings per share due to proceeds from the sale of its pharmaceutical technologies and services business. Cardinal said it will also maintain its share repurchase plans.

Cardinal said it expects to have savings of $85 million to $100 million a year by fiscal 2010.

"Our management team is excited about the tremendous potential for growth this acquisition brings," said Randy Thurman, chairman, president and CEO of Viasys. "In addition to the exceptional product fit between our two companies, there is a strong cultural fit among our management teams and our missions are well aligned."