Zimmer Holdings to Buy Biomet for $13.35 Billion

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A Zimmer Holdings building in Warsaw, Ind.Credit Taylor Glascock for The New York Times

Updated, 8:47 p.m. | Health care costs are rising as America’s population ages. More people are opting to pay for elective procedures as the economy gradually improves. And the Affordable Care Act is prompting some health care companies to find safety by scaling up.

Taken together, these dynamics are helping fuel a wave of consolidation in the pharmaceutical and medical technology sectors. On Thursday, the merger spree continued, as Zimmer Holdings agreed to acquire Biomet Inc. in a cash-and-stock deal valued at $13.35 billion, including debt.

The deal will bring together two big providers of orthopedic, surgical and dental products, giving the combined company scale as it competes with the likes of Johnson & Johnson, and absorbs the medical device tax levied as part of the Affordable Care Act.

“We’re going to have the resources to invest in a way that won’t be affected by that tax,” David C. Dvorak, Zimmer’s chief executive, said in an interview.

The deal, which has been approved by both companies’ boards, is the latest health care industry megadeal announced this week. Already, Novartis and GlaxoSmithKline announced $20 billion in asset-swapping deals between the two firms, and Valeant Pharmaceuticals made a $45 billion hostile takeover bid for Allergan.

There have been more than $153 billion in announced health care deals this year, the fastest ever start to a year, according to Thomson Reuters.

“The dynamics are healthy for these combinations,” Mr. Dvorak said. “The cost of capital is reasonable. The cash flow that these businesses generate is attractive. And the stability in the marketplace makes it appealing for people to engage in discussions.”

Zimmer is the second-largest provider of orthopedic products after Johnson & Johnson, and Biomet is the fourth largest. By combining, and essentially eliminating a top five competitor, Zimmer and its remaining rivals may all have the opportunity to raise prices.

“Importantly, it should help alleviate pricing pressure in hips and knees given that the market is going from five major players to four,” Larry Biegelsen, a Wells Fargo analyst, said in a note. “This should benefit all ortho players.”

It could also lead to more mergers, barring antitrust issues. “This deal could put pressure on the remaining ortho players to get larger,” said Mr. Biegelsen. The Stryker Corporation and Smith & Nephew, in particular, may feel pressure to grow, he said.

Zimmer will pay Biomet shareholders $10.35 billion in cash and $3 billion in stock. Zimmer shareholders will own 84 percent of the combined company, with Biomet shareholders owning the rest.

The companies together had revenue of about $7.8 billion last year. Zimmer said it expected cost savings of at least $270 million by the third year after the deal is completed.

Zimmer and Biomet make products for knee and hip replacements, which are in demand. “The demographic drivers for our core business are unmistakable with the aging population,” Mr. Dvorak said.

The companies said the deal was expected to close in the first quarter of next year. Shares of Zimmer, which had been flat for the year, closed up 11.5 percent on news of the deal.

“That stock response is very much a validation of the major premises of this deal,” Mr. Dvorak said.

Biomet was part of a wave of health care companies bought out during the private equity boom from 2006 to 2008. Many of those deals are coming to fruition, with last year being the busiest for health care buyout exits in a decade, according to Bain & Company.

But many companies are still held by their private equity owners. Bain found that at the end of last year, 30 percent of health care companies taken private in 2006, 40 percent of such deals from 2007, and 50 percent of such deals from 2008 were still held by the buyer.

Biomet was expecting to hold an initial public offering, but by finding a buyer, it signals the latest successful exit for private equity. In 2007, Biomet was acquired for $11.3 billion by Blackstone, Goldman Sachs’s buyout group, Kohlberg Kravis Roberts and TPG Capital.

The firms are expected to make about one and a half times their original investment, according to two people briefed on the matter who were not authorized to discuss it publicly. Biomet did not issue any special dividends to its owners while it was private.

Zimmer and Biomet are both based in Warsaw, Ind., an unlikely hotbed for orthopedic companies. “These businesses go back a century,” Mr. Dvorak said. “One developed from another.”

The industry established its roots in the city after Revra DePuy founded DePuy Orthopedics there in 1895. It was acquired by Johnson & Johnson for $3.7 billion in 1998, but not before it had spawned many competitors.

Justin O. Zimmer, a DePuy employee, struck out on his own in 1926, initially making splints with the ample hardwood in the Warsaw area. Biomet was founded by Zimmer employees in 1977.

“Biomet and Zimmer share a 36-year history of mutual respect,” Biomet’s president and chief executive, Jeffrey R. Binder, said in a statement. “Both companies are deeply rooted in the communities in which we operate and believe that we can only be successful in business if we are successful in helping health care providers improve the lives of patients.”

Also on Thursday, Zimmer reported net sales of $1.6 billion and net earnings of $221 million for the first three months of the year.

Zimmer was advised by Credit Suisse and received legal advice from White & Case. Biomet was advised by Bank of America Merrill Lynch and Goldman Sachs, and received legal advice from Cleary Gottlieb Steen & Hamilton and Weil, Gotshal & Manges.