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Kimberly-Clark's Proposed Safeskin Acquisition Cleared

Washington The Federal Trade Commission granted antitrust clearance to Dallas-based Kimberly-Clark Corp. for its proposed acquisition of disposable glove manufacturer Safeskin of San Diego.

The company plans to acquire Safeskin in a deal that would include a stock swap valued in November at about $752 million and an assumption of $115 million in debt. The companies expect to complete the transaction, which will be tax-free to Safeskin shareholders, early this year, subject to approval by Safeskin shareholders and other regulatory agencies. The boards of both companies have already unanimously approved the agreement.

Kimberly-Clark has said that the acquisition will provide its professional health care business with new product offerings. With the addition of Safeskin, it has estimated that its professional health care unit will generate sales of $950 million in 2000. "We are committed to significantly increasing our presence in health care," said Kimberly-Clark's chairman and chief executive officer Wayne Sanders. "The acquisition of Safeskin is a very positive step toward achieving that goal. Safeskin provides Kimberly-Clark with an entry into the $3 billion latex and synthetic glove market that has become an essentialpart of modern health care. Safeskin has built one of the fastest growing, most technologically innovative and cost-effective businesses in the glove industry."

Under the agreement, Kimberly-Clark will exchange 0.1956 of a common share for each common share of Safeskin, which has about 56 million shares outstanding. Kimberly-Clark will issue 10.5 million shares to complete the transaction. Safeskin has also granted Kimberly-Clark an option to purchase up to 14 percent of Safeskin's stock under certain conditions.

"This combination provides a partner that we believe can deliver the best value to our shareholders and an opportunity for the business to grow and prosper as part of a larger enterprise," said Safeskin's chairman, president and chief executive officer Richard Jaffe. "Safeskin will benefit from Kimberly-Clark's broad product offerings, economies of scale and its international distribution strength."

David Murray, president of Kimberly-Clark's professional health care sector, will be the head of the new company, while Jaffe will be a consultant to the company.

Radnor, Pa. Airgas Inc. has agreed to acquire Mallinckrodt Inc.'s Puritan-Bennett gas products division for undisclosed terms.

The acquisition will more than double Airgas' existing medical gas business, which currently generates annual sales of about $50 million, officials said. The parties expect to close the transaction by the end of January. Airgas officials said the acquisition will add to its earnings in the year beginning April 1.

Puritan-Bennett, which supplies gas to home health companies, hospitals and other health care facilities, has annual sales of about $70 million, with a network of 36 locations and 390 employees in the U.S. and Canada. HC

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