Strange bed fellows!
My initial thought is that Enovis made this acquisition for three reasons:
1) For the global reach of the total joint business.
Lima has subsidiaries in Milan, Melbourne, Bejing, Tokyo and Dallas.
2) For the Lima Promade pre-op planning software which is a strong custom design system. Promade is starting to gain traction in the US. For example, HSS has embraced Promade with an on-site design and 3D printing facility today in NY.
3) For the Lima brand which has a strong reputation in southern Europe and abroad.
More thoughts to follow later in the week.
HISTORY OF LIMA
Engineer and entrepreneur, Carlo Leopoldo Lualdi, LimaCorporate’s founder, began producing surgical instruments in 1945.[6]
In 1953, Lualdi created the first helicopter prototype, relying solely on Italian ingenuity. Between then and the year 2000, Lima became one of the most important suppliers to the aerospace industry. Through the 1960s and 1980s, the core business expanded into the manufacturing of medical devices, specifically titanium orthopedic prostheses. In the 1990s, the company continued to focus on innovating orthopedics with the specific aim of broadening its presence on a global scale. In the year 2000, Lima made the decision to specialize exclusively in the production of orthopedic implants.[6]
In the early 2000s, LimaCorporate began developing Electron Beam Melting (EBM) technology, a form of additive manufacturing, to address the functional limitations of the coatings applied to traditional prosthetic implants.[6] In 2007, the company’s first acetabular cup featuring TT, LimaCorporate’s proprietary 3D printing technology, was developed and implanted for the first time in Italy.[6]
Lima later announced the completion of a Distribution Agreement with OrthAlign, Inc. for a tibial/femoral handheld navigation device and associated instrumentation to be supplied within the European Economic Area (EEA) and Switzerland (excluding Romania).[7]
In addition, the company announced the completion of an assets acquisition process with Zimmer Holdings Inc. on July 3, 2015. They acquired the Zimmer® Unicompartmental High Flex Knee (ZUK) and Biomet® elbow system for distribution within the European Economic Area (EEA), Switzerland and Japan as well as the Biomet® complete knee system for Denmark and Sweden.[8] The agreement was approved by the Japanese Fair Trade Commission at the end of the same year.[9]
In 2016, EQT, with Hansjörg Wyss as the co-investor, completed the acquisition process for a majority share of LimaCorporate.[10]
In 2018, LimaCorporate acquired TechMah Medical LLC, a medical device software company located in Tennessee (USA), to offer digital applications that complement their hardware portfolio.[11]
In 2019, LimaCorporate and the Hospital for Special Surgery (HSS) announced the foundation of the first additive manufacturing 3D printing facility for custom complex implants in a hospital setting.[12] LimaCorporate announced the completion of a distribution agreement with G21 S.r.l. to supply cement spacer molds for the shoulder, hip and knee as well as antibiotic-loaded bone cement.[13] Additionally, the company entered into an agreement with Dedienne Santé S.a.s. to distribute dual mobility acetabular cups in the European Economic Area (EEA) and Switzerland.[14]
In 2020, LimaCorporate inaugurated new spaces entirely dedicated to 3D Printing and advanced testing at its HQ campus of San Daniele del Friuli, Udine, Italy. These new facilities include the Research & Innovation Center (R&I Center) and the Advanced Laboratory for Testing and Analysis (ATLAs).[15] In the same year, LimaCorporate became the first Italian company to obtain the EU Quality Management System Certificate under Medical Devices Regulation (MDR) for Class III Custom-Made devices.[16]
On March 24, 2021, LimaCorporate opened the ProMade PoC Center for Complex Orthopedic Solutions at the Hospital for Special Surgery (HSS), the first industry-owned and operated design and 3D printing center on hospital grounds. Located at the HSS main campus in New York City, the ProMade PoC (Point of Care) Center is LimaCorporate’s first US-based, FDA-regulated commercial manufacturing facility delivering faster and more accessible care for U.S. patients requiring patient-specific solutions for their complex orthopedic conditions.[17]
In 2022, LimaCorporate’s Modular Shoulder System celebrates 20 years of (commercial) life.[18] In January, Lima Canada officially opened as a legal entity.[19] In February, the LimaCorporate Advanced Laboratory for Testing and Analysis (ATLAs) was accredited ISO 17025 by Accredia.[20]
ACQUISTION PRESS RELEASE
Enovis™ Corporation (NYSE: ENOV), an innovation-driven, medical technology growth company, today announced a definitive agreement to acquire LimaCorporate S.p.A. (“Lima”), a privately held global orthopedic leader focused on restoring motion through an innovative portfolio of implant solutions. The acquisition has an enterprise value of approximately €800 million, consisting of a €700 million cash payment at closing and €100 million in shares of Enovis common stock.
Founded in 1945, Lima is a global orthopedic company with diversified revenues that has grown at a high single digit CAGR over the last 10 years, increasing into the low teens in the last several years. Lima’s pioneering technological solutions, including digital innovation and patient-tailored hardware, are developed to empower surgeons and improve patient outcomes following joint replacement surgery.
The addition of Lima will provide several compelling strategic benefits to Enovis including:
- Establishing a ~$1 billion revenue reconstruction business with approximately 50% of revenues in the fast-growing extremities markets
- Expanding international scale with a complementary global customer base and product mix
- Improving efficiency with state-of-the-art manufacturing facilities and a strong innovation engine
- Adding a complementary portfolio of proven surgical solutions and technologies, including 3D printed Trabecular Titanium and a comprehensive revision offering
- Creating robust cross-selling opportunities and approximately $40 million in cost synergies to be fully realized by year three after closing through supply chain optimization and cost consolidation
- Supporting Enovis’ long-term goals of high-single digit organic revenue growth and sustainable EBITDA margin expansion
“We are confident the acquisition of Lima will enable us to build on our strong growth trajectory and global leadership in orthopedic solutions to create immediate and sustainable value for our patients, customers, employees and shareholders,” said Matt Trerotola, Chair and Chief Executive Officer of Enovis. “With Lima’s complementary surgical solutions and customers, we will have the opportunity to enlarge our profitable recon portfolio and further expand our global presence. In addition, this acquisition will enable us to deliver enhanced financial results through significant cross-selling revenue growth opportunities and meaningful cost synergies.”
“Combining these two leading orthopedic businesses into one global platform creates an exciting opportunity to build on the strengths of both Enovis and Lima in developing patient-tailored devices and orthopedic products,” said Massimo Calafiore, Chief Executive Officer of Lima. “I look forward to working with the Enovis team to create even greater opportunities for growth and continued success.”
Transaction Details
The €800 million transaction includes a cash payment of €700 million at closing, and €100 million in shares of Enovis common stock expected to be issued within 18 months after closing. Enovis plans to finance the cash portion of the consideration through a combination of cash on hand, availability under its existing revolving credit facility, and committed financing from UBS Investment Bank and J.P. Morgan Securities LLC.
The Company expects Lima to generate sales of $290-$300 million and $70-$75 million of adjusted EBITDA in 2024. The transaction is expected to be completed in early 2024, subject to the receipt of applicable regulatory approvals and customary closing conditions.
There is no change to Enovis’ previously announced 2023 full-year guidance, which contemplates organic sales growth of 7-7.5%, adjusted EBITDA of $262-$270 million and adjusted earnings per diluted share of $2.22-2.36. The Company expects the acquisition to be neutral to slightly accretive to 2024 adjusted earnings per share and accretive in 2025 and beyond.