Smith & Nephew announces completion of Brainlab Orthopaedic Joint Reconstruction Business acquisition

3 June 2019

Smith & Nephew plc (LSE:SN, NYSE:SNN), the global medical technology business, today announces it has completed the acquisition of the Brainlab orthopaedic joint reconstruction business. The acquisition supports Smith & Nephew’s strategy to invest in best-in-class technologies that further its multi-asset digital surgery and robotic ecosystem.

The Brainlab orthopaedic joint reconstruction business provides surgeons with digital workflow tools, from pre-operative planning to intraoperative navigation to post-operative evaluation and sharing. Used in more than 500 hospitals worldwide, the technology helps maximise precision and reproducibility and achieve desired outcomes for patients and surgeons. Smith & Nephew’s initial priority will be to integrate the Brainlab technology into NAVIO^◊ 7.0, the next version of its surgical robotics system.

Smith & Nephew and Brainlab are also collaborating on developing additional applications to enhance Smith & Nephew’s digital surgery ecosystem.

The commercial terms of the acquisition have not been disclosed.

OSP INSIDER – Chris Lyons

Enquiries

Investors 

Andrew Swift
+44 (0) 1923 477433
Smith & Nephew

Media

Charles Reynolds                                                                                  
+44 (0) 1923 477314
Smith & Nephew           

Charis Gresser / Nick Beswick                                                                  
+44 (0) 20 7396 7456
Brunswick

About Smith & Nephew

Smith & Nephew is a portfolio medical technology business that exists to restore people’s bodies, and their self-belief. Smith & Nephew has leadership positions in Orthopaedics, Advanced Wound Management and Sports Medicine, more than 16,000 employees and a presence in more than 100 countries. Annual sales in 2018 were $4.9 billion. Smith & Nephew is a member of the FTSE100 (LSE:SN, NYSE:SNN). For more information about Smith & Nephew, please visit our corporate website www.smith-nephew.com and follow us on Twitter, LinkedIn or Facebook.

About Brainlab

Brainlab, headquartered in Munich, develops, manufactures and markets software-driven medical technology, enabling access to advanced, less invasive patient treatments.

Core products center on information-guided surgery, radiosurgery, precision radiation therapy, digital operating room integration, and information and knowledge exchange. Brainlab technology powers treatments in radiosurgery and radiotherapy as well as numerous surgical fields including neurosurgery, orthopaedic, ENT, CMF, spine and trauma.

Privately held since its formation in Munich, Germany in 1989, Brainlab has more than 12,850 systems installed in over 100 countries. Brainlab employs almost 1,400 people in 18 offices worldwide, including more than 420 Research & Development engineers, who form a crucial part of the product development team.

^{Cautionary Statement Regarding Forward-looking Statements}

^{This press release contains forward-looking information related to Smith & Nephew, Osiris and the proposed transaction that involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Forward-looking statements in this press release include, among other things, statements about the potential benefits of the proposed transaction, including expected synergies, the expected timing of completion of the proposed transaction, anticipated earnings accretion, as well as Smith & Nephew’s plans and expectations and Osiris’ financial condition, results of operations, products and businesses. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause actual results to differ materially from what is expressed or implied by the statements.  These forward-looking statements may be affected by risks and uncertainties, including, without limitation, the risk that the proposed transaction will not close when expected or at all; the risk that the conditions to the tender offer will not be satisfied in the anticipated timeframe or at all, including uncertainties as to how many of Osiris’ stockholders will tender their shares in the tender offer; risks related to the ability to realize the anticipated benefits of the proposed transaction, including the possibility that its expected benefits and synergies will not be realized or will not be realized within the expected time period; negative effects of the announcement or consummation of the proposed transaction on the market price of Smith & Nephew shares and its operating results; the risk that Smith & Nephew’s and Osiris’ business will be adversely impacted during the pendency of the proposed transaction; the risk that the operations of the two companies will not be integrated successfully; unknown liabilities; and the risk of litigation and regulatory actions related to the proposed transaction.  Additionally, for Smith & Nephew, these factors include: economic and financial conditions in the markets we serve, especially those affecting health care providers, payers and customers; price levels for established and innovative medical devices; developments in medical technology; regulatory approvals, reimbursement decisions or other government actions; product defects or recalls or other problems with quality management systems or failure to comply with related regulations; litigation relating to patent or other claims; legal compliance risks and related investigative, remedial or enforcement actions; disruption to our supply chain or operations or those of our suppliers; competition for qualified personnel; strategic actions, including acquisitions and dispositions, our success in performing due diligence, valuing and integrating acquired businesses and disruption that may result from transactions or other changes we make in our business plans or organisation to adapt to market developments; and numerous other matters that affect us or our markets, including those of a political, economic, business, competitive or reputational nature. Please refer to the documents that Smith & Nephew has filed with the U.S. Securities and Exchange Commission (the “SEC”) under the U.S. Securities Exchange Act of 1934, as amended, including Smith & Nephew’s most recent annual report on Form 20-F, for a discussion of certain of these factors. Any forward-looking statement is based on information available to Smith & Nephew as of the date of the statement. All written or oral forward-looking statements attributable to Smith & Nephew are qualified by this caution. Smith & Nephew does not undertake any obligation to update or revise any forward-looking statement to reflect any change in circumstances or in Smith & Nephew’s expectations.}

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