DENTSPLY International announces agreement to acquire Astra Tech from AstraZeneca

March 21, 2012

York, Pa.-DENTSPLY International Inc., a global leader in professional dental products, today announced that it has signed a definitive agreement to acquire Astra Tech, a leading provider of dental implant products, based in Mölndal, Sweden, from DENTSPLYAstraZeneca for approximately $1.8 billion in cash.

York, Pa.-DENTSPLY International Inc., a global leader in professional dental products, today announced that it has signed a definitive agreement to acquire Astra Tech, a leading provider of dental implant products, based in Mölndal,

Sweden, from DENTSPLYAstraZeneca for approximately $1.8 billion in cash. This transaction combines two of the fastest growing dental implant businesses, creating a strong global competitor with a number three market position. This transaction strengthens DENTSPLY's leadership position in the global dental market and is expected to be immediately accretive to DENTSPLY's adjusted earnings per share.

Astra Tech, a subsidiary of AstraZeneca, is a leading developer, manufacturer and marketer of dental implants, customized implant abutments and consumable medical devices in the urology and surgery market segments. Astra Tech, which recorded worldwide revenue of $535 million in 2010, operates through two divisions: Astra Tech Dental and Astra Tech Healthcare. Astra Tech Dental offers a comprehensive portfolio of clinically supported dental implants and abutments. Consistent with DENTSPLY's core strategies, Astra Tech's focus on clinical research support for its products has helped position it as one of the most respected dental implant brands. Astra Tech Dental's Atlantis™ business is a leading provider of CAD/CAM customized implant abutments. Astra Tech Healthcare is a leading provider of hydrophilic intermittent catheters, with its LoFric® brand hydrophilic catheter having a leading position in the European market.

Bret Wise, DENTSPLY's Chairman and Chief Executive Officer, stated, "Astra Tech provides a dynamic opportunity for DENTSPLY in several areas. The combination more than doubles our position in dental implants while expanding the breadth of our portfolio in this growing segment of dentistry. The urology and surgery business and management team provide us with additional growth opportunities within the broader medical devices category with a strong market position and an exciting pipeline of new products. The level of innovation and clinical research at Astra Tech is extremely complementary with our existing business and strategy and will clearly differentiate us from our competition. We look forward to welcoming our new associates and together we will continue to focus on bringing highly innovative, clinically supported opportunities to dental, urology and surgical professionals around the world."

Benefits of Transaction

  • Creates a leading dental implant franchise: Astra Tech Dental, one of the fastest growing implant businesses, is recognized as a leader in clinical research and innovative products in the global dental implant market. DENTSPLY's existing dental implant business has also been growing rapidly, and the combination of the two will create a global business with a number three market position.

  • Growth and earnings accretive: The combination with Astra Tech is expected to accelerate DENTSPLY's revenue and earnings growth rates. Additionally, the transaction is expected to be accretive to adjusted earnings per share by $0.12 to $0.17 in the first full year following the close of the transaction; $0.30 to $0.40 per share by the third year, including the benefits of sales and operational synergies. Including transaction-related amortization, the transaction is expected to be modestly dilutive to earnings per share in the first full year and accretive thereafter.

  • Accelerates digital dentistry strategy: Astra Tech's Atlantis™ business is a leader in the fast growing customized abutment category with substantial opportunity to leverage the technology in global markets. The combination of Atlantis' CAD/CAM offering with DENTSPLY's global digital dentistry platform positions the Company to capitalize on and accelerate the market's shift to digital solutions.

  • New opportunity for growth with Astra Tech Healthcare: Astra Tech Healthcare is a leader in the European hydrophilic intermittent catheter market. This business leverages DENTSPLY's core competencies and provides a new growth opportunity within the broader consumable medical device markets.

  • Efficient use of capital while maintaining financial flexibility: The transaction allows for an efficient use of capital as DENTSPLY can utilize balance sheet cash that resides outside of the U.S. and access the financial markets in a low cost debt environment. The strong cash flow generation of the combined business provides financial flexibility and allows DENTSPLY to maintain a strong credit profile.

Financing and Approvals

DENTSPLY has committed financing in place from Morgan Stanley. The Company intends to finance the transaction with a combination of cash on hand, commercial paper and long-term debt. The transaction, which is expected to be completed before the end of 2011, is subject to receipt of approval from certain antitrust authorities.

Advisors

Morgan Stanley is acting as financial advisor to DENTSPLY, and Skadden, Arps, Slate, Meagher & Flom is serving as legal counsel.

About DENTSPLY International, Inc.

DENTSPLY designs, develops, manufactures and markets a broad range of professional dental products including dental implants, endodontic instruments and materials, orthodontic appliances, restorative materials, preventive materials and devices, and prosthetic materials and devices. The Company distributes its dental products in over 120 countries under some of the most well-established brand names in the industry. DENTSPLY is committed to the development of innovative, high quality, cost-effective new products for the dental market.