extremities market update - may 2012

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May 2012 Carleton McKenna & Company Healthcare Insights Extremities Market Update © 2012 Carleton McKenna & Company 1801 East Ninth Street Suite 1425 Cleveland, OH 44114 | 216.523.1962 | www.carletonmckenna.com Securities offered through Financial America Securities, Inc., Member FINRA, Member SIPC and the affiliated broker-dealer of Carleton McKenna & Company, LLC

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May 2012 Extremities Market Update

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Page 1: Extremities Market Update - May 2012

May 2012

Carleton McKenna & Company – Healthcare Insights

Extremities Market Update

© 2012 Carleton McKenna & Company

1801 East Ninth Street Suite 1425 Cleveland, OH 44114 | 216.523.1962 | www.carletonmckenna.com Securities offered through Financial America Securities, Inc., Member FINRA, Member SIPC and the affiliated broker-dealer of Carleton McKenna & Company, LLC

Page 2: Extremities Market Update - May 2012

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For more information, please contact:

Extremities Market Update Author:

Dominic M. Brault

Managing Director

(216) 523-1962

[email protected]

To learn more about Carleton McKenna, please contact:

or visit us at:

www.carletonmckenna.com

Paul H. Carleton

Managing Partner

(216) 523-1962

[email protected]

Christopher J. McKenna

Managing Director

(216) 523-1962

[email protected]

Page 3: Extremities Market Update - May 2012

I. Orthopedic Market Overview

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Page 4: Extremities Market Update - May 2012

Lower Extremities

Hip Knee Spine Shoulder Elbow Wrist/Finger/Thumb Foot / Ankle

Market Size

U.S. $2.7B $3.9B $4.3B $575M $200M $300M $800M

ROW $3.0B $2.8B $2.9B $225M $50M $50M $200M

Global $5.7B $6.7B $7.2B $800M $250M $350M $1.0B

Growth Rate

Low Single

Digit

Low Single

Digit Flat

High Single

Digit

High Single

Digit High Single Digit High Single Digit

Key Players Biomet Biomet Medtronic JNJ/DePuy Biomet JNJ/DePuy JNJ/DePuy/Synthes

J&J/DePuy J&J/DePuy J&J/Synthes Zimmer Zimmer Wright Medical Wright Medical

Smith & Nephew Smith & Nephew Stryker Biomet Acumed Integra LifeSciences Integra LifeSciences

Stryker Stryker NuVasive Tornier Wright Medical Small Bone Innovations Small Bone Innovations

Wright Medical Wright Medical Zimmer DOJ Surgical Tornier Biomet Tornier

Zimmer Zimmer Biomet Stryker Stryker/Memometal

Orthofix Smith & Nephew

Alphatec

Extremities Market

Worldwide Orthopedic Market

Total Global: ~$19 Billion

Upper Extremities Global: $1.4B

Total Global Extremities: ~$2.4 Billion

Large Joint Market Upper Extremities

Worldwide Orthopedic Market

Business Planning / Reporting

• The worldwide orthopedic market generates over $20 billion in global revenue, with the large joint (hip, knee, and spine) market

representing the large share of the total market.

• The large joint market is generally characterized as stable, competitive, and challenging, related to pricing pressures, procedure deferrals,

payer pushback, supply cost containment at hospitals, higher co-pays, and COBRA.

• The extremities market is pegged at roughly $2.4 billion and is underserved relative to the large joint market. Most large orthopedic

companies (J&J, Zimmer, Stryker, and Smith & Nephew) have weak offerings in the extremities market. Although the extremities market

faced macroeconmic headwinds like its larger joint brethren, the overall growth rate continues to be in the high single-digit (some argue low

double-digit) range, which offers a nice respite from the other challenging ortho markets.

Source: BMO Capital Markets, RBC Capital Markets,

Credit Suisse, BernsteinResearch, and Carleton

McKenna

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Page 5: Extremities Market Update - May 2012

Extremities Market Overview

Business Planning / Reporting

The extremities market is relatively more rosey than in hips and knees,

given younger patients, private payors that are less affected by Medicare

reimbursement, a largely untapped revision pool, and generally lower

penetration rates.

While growth rates may have slowed related to deferrals of elective

procedures and lower price increases (analysts suggest it is hard to tell

since the market is highly fragmented), growth is still relatively attractive,

hovering in the high single-digit range.

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Hips, Knees, Spine Extremities

• According to ThinkEquity, the size of the U.S. extremity hardware market is estimated at approximately $1 billion

(70% foot & ankle, with the balance hand, wrist, and elbow), growing at an 8% CAGR.

• A late 2011 survey of extremity surgeons conducted by RBC Capital Markets also points to relative stability in the

upper extremity market with expectations for high single-digit to low double-digit growth.

Given the comparable growth rates to the other large joint markets, the stocks that participate in this sector (i.e.,

Tornier, Integra LifeSciences, and Wright Medical) are garnering quite a bit of attention (as evidenced by Tornier’s

premium valuation), and the companies that do not have a stalwart portfolio (i.e., Zimmer, Stryker, etc.) seem to be

making forays into this segment.

• Management @ Zimmer announced an anatomical combined shoulder adapter at the American Academy of

Orthopedic Surgeons

• Stryker suggested on its 4Q11 conference call that it will be investing in shoulders

Page 6: Extremities Market Update - May 2012

Extremities Market Commentary

Business Planning / Reporting

“The upper extremity market, which is how we categorize shoulder

and elbow and the hand and the wrist, we believe that the market is

growing at a 10% to 12% rate. And others may agree with that, they

may disagree with that, but we see that as a solid double-digit market

grower.” Tornier 4Q11 Earnings Call on February 23, 2012

“Our pricing in the fourth quarter held up very nicely and we anticipate

those trends will continue.” Tornier 4Q11 Earnings Call on February

23, 2012

“During the fourth quarter, we did not see any deterioration in the

growth profile of the Foot and Ankle market, and we continue to

believe that this market is currently growing approximately 8%.”

Wright Medical 4Q11 Earnings Call on February 23, 2012

“Extremities has slowed down some but clearly it is still kind of the

shining star in the space.” Integra LifeSciences 4Q11 Earnings Call

on February 23, 2012

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Page 7: Extremities Market Update - May 2012

Extremities Growth Opportunities

Business Planning / Reporting

An increasing foot and ankle surgeon base should enable growth in the US foot market. • An AAOS surgeon survey showed that only 10% of orthopedic surgeons identified the foot and ankle as one of their

specialties versus nearly 3.5x as many for adult knees

• This number is expected to increase as better implant technology expands the market size (big players spending on

R&D in this area given relatively low competition)

Increasing coverage for US total ankle replacement. • Reimbursement issues have constrained growth in the total ankle replacement market is the past, as most insurers

consider this procedure experimental

• Now, some are considering this procedure medically necessary

There is a very strong patient demographic tailwind, as roughly 1.3 million people will turn 65 each

year between now and 2015.

Should the Patient Protection and Affordable Care Act pass, roughly 32 million individuals may

gain access to health care.

Despite persistent pressures in the U.S. and Europe, emerging markets are starting to gain traction,

with most attention paid to China, Brazil, and India. • China is by far the most attractive market opportunity, given the size of the population, upward mobility, increasing

government spending, and migration to urban centers

Private equity could step into the orthopedic market with the companies trading at historical lows. • Notably, all are trading at discounts to where Biomet and KCI sold to private equity and depending on leverage ratios

and exit multiples, the Med Tech stocks are becoming attractive targets with potential returns in the 20-30% range

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Page 8: Extremities Market Update - May 2012

Extremities Risk Factors

Business Planning / Reporting

Increased competition in the extremity market could hamper growth. • The extremity market is one of the faster growing markets in orthopedics and has begun to gain the

attention of the larger manufacturers. This increased attention may not be favorable if companies build out

their extremity business internally rather than through acquisition.

A MedTech excise tax is slated to begin in 2013. • This is a 2.3% tax on all U.S. device sales. The impact across the sector will be significant, particularly for

small-cap companies.

European volumes may drop off with new austerity measures in place to reign in public spending. • For example, Greece enacted measures to cut spending on medical devices by 25% over two years.

There are key structural changes underway in healthcare, including shift of burden to consumer,

cost consciousness among hospitals, decreasing reimbursement, and hospital consolidation, among

others.

The FDA approval process is “difficult” and expensive as there is a need for clinical and economic

data to demonstrate utility and the adoption of new technologies.

Heading into 2012, key macro indicators remain largely negative. • US real GDP growth is still struggling

• Consumer confidence (which is correlated to physician office visits) is showing improvement but off historic

lows

• Still high unemployment

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Page 9: Extremities Market Update - May 2012

II. Recent Transactions Summary

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Page 10: Extremities Market Update - May 2012

Business Planning / Reporting

MedTech M&A Overview

Year

Average

EV / Sales

Multiple

Average

EV / EBITDA

Multiple

Average 30

Day Deal

Premium

Total Deal

Value (In

Billions)

Average Deal

Value (In

Millions)

Number of

Deals

Number of

Deals >$1

Billion

2011 3.41x 12.5x 54% $47.0 $1,344 35 6

2010 4.53x 23.4x 55% $14.1 $370 38 4

2009 2.85x 14.6x 118% $10.6 $462 23 2

2008 3.76x 21.3x 51% $37.0 $1,193 31 6

2007 4.03x 24.5x 41% $45.0 $1,124 40 12

2006 5.81x 14.8x 37% $44.5 $1,483 30 7

2005 4.38x 26.6x 42% $37.8 $1,990 19 4

2004 4.82x 18.3x 20% $35.5 $1,774 20 6

2003 3.08x 12.7x 63% $18.1 $1,062 17 3

2002 2.55x 12.0x 38% $2.3 $208 11 0

2001 4.56x 22.1x 21% $20.7 $1,091 19 4

10-yr

Average

4.04x 19.0x 48% $26.7 $1,076 25 5

Source: BMO Capital Markets

Consolidation is expected to draw interest in smaller M&A candidates, particularly in the more highly

fragmented extremities market. The 10-year average EV / sales and EV / EBITDA multiples are 4x and 19x,

respectively. The average premium paid has been nearly 50%.

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Page 11: Extremities Market Update - May 2012

Select Med Device Transactions

Business Planning / Reporting

Date Target Buyer Target Description

EV

(In

Millions)

Target

Sales (In

Millions)

Target

EBITDA

Margin

EV /

Sales

EV /

EBITDA

11/4/2011 KCI Private Equity Wound care and

regenerative medicine

$5,793 $2,055 31% 2.7x 8.5x

9/23/2011 Ascension

Orthopedics

Integra

LifeSciences

Provides orthopedic devices

for the hand, upper

extremity, and foot

$67 $19 n/a 3.5x n/a

8/31/2011 Salient Surgical Medtronic Devices and tools for

surgical procedures

$496 $100 n/a 5.0x n/a

8/31/2011 PEAK Surgical Medtronic Surgical tools and tissue

dissection for physicians

$118 $20 n/a 5.9x n/a

8/31/2011 Cocentric

Medical

Stryker Minimally invasive surgery $135 $30 n/a 4.5x n/a

6/6/2011 Memometal

Technologies

Stryker Extremities implants $162 $30 n/a 5.4x n/a

5/23/2011 SeaSpine Integra

LifeSciences

Orthopedic trauma and

spine products

$89 $50 n/a 1.8x n/a

4/27/2011 Synthes J&J Orthopedic trauma and

spine products

$19,300 $3,758 43% 5.2x 12.1x

12/21/2010 Beijing

Montagne

Zimmer Artificial joints in China $50 $9 n/a 5.5x n/a

8/25/2010 Gaymar Stryker Patient temp and ulcer

devices

$151 $77 n/a 2.0x n/a

Source: Capital IQ, Inc. and Pitchbook

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Page 12: Extremities Market Update - May 2012

Select Med Device Transactions

Business Planning / Reporting

Date Target Buyer Target Description

EV (In

Millions)

Target

Sales (In

Millions)

Target

EBITDA

Margin

EV /

Sales

EV /

EBITDA

10/16/2008 Abbott Spine Zimmer Devices for neck and back $360 $109 n/a 3.3x n/a

8/1/2008 Theken Spine Integra

LifeSciences

Spinal fixation devices $186 $35 18% 5.3x 30.3x

11/2/2007 Kyphon Medtronic Spinal fracture devices $3,953 $488 20% 6.4x 28.7x

9/25/2007 Biomet Private Equity Orthopedic reconstruction $11,271 $2,107 28% 4.9x 13.6x

5/31/2007 PLUS

Orthopedics

Smith &

Nephew

Orthopedic reconstruction $708 $300 n/a 3.0x n/a

Averages $2,856 $612 28% 4.3x 18.6x

Upper Quartile $2,331 $394 31% 5.4x 28.7x

Lower Quartile $127 $30 20% 3.2x 12.1x

Source: Capital IQ, Inc. and Pitchbook

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Page 13: Extremities Market Update - May 2012

III. Comparable Public Companies

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Page 14: Extremities Market Update - May 2012

Comparable Public Companies

There are very few, if any, directly comparable companies with pure focus on the extremities market.

Most of the large orthopedic companies focus in the hip, knee, and spine areas. Tornier is the closest

to a pure play extremities company and is also one of the smaller companies in the group.

Company Main Product Focus

Johnson & Johnson (DePuy, Synthes) Reconstruction (large joint)

Stryker Reconstruction (large joint)

Zimmer Reconstruction (large joint)

Smith & Nephew Reconstruction (large joint)

Tornier Extremities

Integra LifeSciences Extremities, spine, neuroscience

Wright Medical Reconstruction (hip, knee, extremity)

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Page 15: Extremities Market Update - May 2012

Public Companies

Key Stats

Public Company Comparables Financial Information

In Millions of Shares and U.S. Dollars, Except Stock Price

4/9/2012 Market Value Add: Add:

Price Shares of Equity Total Noncontrol. Enterprise

Company Per Share Outstanding ("MVE") Net Debt Int. in Subs. Value ("EV")

1 Johnson & Johnson (NYSE:JNJ) 65.34$ 2,745.3 179,379.9$ (12,634.0)$ - 166,745.9$

2 Stryker Corp. (NYSE:SYK) 55.03 381.3 20,980.7 (1,650.0) - 19,330.7

3 Zimmer Holdings, Inc. (NYSE:ZMH) 64.72 177.2 11,468.4 495.5 7.6 11,971.5

4 Smith & Nephew plc (LSE:SN.) 9.76 896.2 8,746.4 138.0 - 8,884.4

5 Tornier N.V. (NasdaqGS:TRNX) 24.99 39.3 982.4 (14.8) - 967.6

6 Integra LifeSciences Holdings Corporation (NasdaqGS:IART) 33.83 26.9 909.4 435.5 - 1,344.9

7 Wright Medical Group Inc. (NasdaqGS:WMGI) 19.01 38.3 727.7 8.1 - 735.8

Company

LTM

Revenue

NTM

Revenue LTM EBITDA NTM EBITDA

LTM EBITDA

Margin

NFY EBITDA

Margin

8 Johnson & Johnson (NYSE:JNJ) 65,030.0$ 67,487.3$ 19,398.0$ 21,299.2$ 29.8% 31.6%

9 Stryker Corp. (NYSE:SYK) 8,307.0 8,672.6 2,452.0 2,544.4 29.5% 29.3%

10 Zimmer Holdings, Inc. (NYSE:ZMH) 4,451.8 4,537.8 1,470.6 1,674.7 33.0% 36.9%

11 Smith & Nephew plc (LSE:SN.) 4,270.0 4,305.9 1,191.0 1,259.9 27.9% 29.3%

12 Tornier N.V. (NasdaqGS:TRNX) 261.2 282.1 22.1 37.9 8.5% 13.4%

13 Integra LifeSciences Holdings Corporation (NasdaqGS:IART) 780.1 827.2 158.1 169.4 20.3% 20.5%

14 Wright Medical Group Inc. (NasdaqGS:WMGI) 512.9 483.0 64.6 69.5 12.6% 14.4%

15 Low Quartile 646.5$ 655.1$ 111.4$ 119.5$ 16.4% 17.4%

16 Median 4,270.0 4,305.9 1,191.0 1,259.9 27.9% 29.3%

17 Upper Quartile 6,379.4 6,605.2 1,961.3 2,109.6 29.7% 30.4%

Source: Capital IQ, Inc.

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Page 16: Extremities Market Update - May 2012

Public Companies

Multiples

Company

EV / LTM

Revenue

EV / NTM

Revenue

EV / LTM

EBITDA

EV / NTM

EBITDA

1 Johnson & Johnson (NYSE:JNJ) 2.56x 2.47x 8.6x 7.8x

2 Stryker Corp. (NYSE:SYK) 2.33x 2.23x 7.9x 7.6x

3 Zimmer Holdings, Inc. (NYSE:ZMH) 2.69x 2.64x 8.1x 7.1x

4 Smith & Nephew plc (LSE:SN.) 2.08x 2.06x 7.5x 7.1x

5 Tornier N.V. (NasdaqGS:TRNX) 3.70x 3.43x nmf nmf

6 Wright Medical Group Inc. (NasdaqGS:WMGI) 1.43x 1.52x 11.4x 10.6x

7 Integra LifeSciences Holdings Corporation (NasdaqGS:IART) 1.72x 1.63x 8.5x 7.9x

8 Low Quartile 1.90x 1.84x 7.9x 7.3x

9 Median 2.33x 2.23x 8.3x 7.7x

10 Upper Quartile 2.63x 2.55x 8.6x 7.9x

Source: Capital IQ, Inc.

Public Company Comparables Multiples

The companies are generally trading within a range of 2-3x revenue and 8-9x EBITDA.

Tornier, the most pure play extremities company, trades at the high end of the range at over 3x

revenue, given its focus on a more attractive extremities market

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Page 17: Extremities Market Update - May 2012

Public Companies

Multiples

1.50x

2.00x

2.50x

3.00x

3.50x

4.00x

Med Tech Index

Multiples in the orthopedic sector have compressed over the last several years, mainly due to slowing

growth in hip, knee, and spine area (there is still growth in the extremities market) combined with the

weak macroeconomy and structural changes in healthcare

The index is comprised of the seven companies included herein

Source: Capital IQ, Inc.

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Page 18: Extremities Market Update - May 2012

Public Companies

Share Prices

The index is comprised of the seven companies included herein

Source: Capital IQ, Inc.

The S&P 500 is up over 15% during the last six months, while the orthopedic device companies are

generally flat, which suggests an uncertain near term outlook.

-10.00%

-5.00%

0.00%

5.00%

10.00%

15.00%

20.00%

25.00%

Med Tech Index S&P 500

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Page 19: Extremities Market Update - May 2012

Survey Year

Number of

Deals

Median

Premium

2006 29 51.6%

2007 38 39.1%

2008 46 78.7%

2009 30 56.2%

2010 37 54.0%

Historical Merger Premiums

Source: Mergerstat Review 2011

Mergerstat Review 2011 also breaks down acquisition premiums by industry classification. The

premiums in the drugs, medical supplies and equipment industry ranged from 39% to 78% with

a median premium of 54% (which is essentially in-line with the 10-year premium of 48%

discussed in Section II) as follows:

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Page 20: Extremities Market Update - May 2012

IV. Extremities Market Multiple Conclusion

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Page 21: Extremities Market Update - May 2012

Extremities Market

Multiple Conclusions

Business Planning / Reporting

Approach Revenue

Multiple

EBITDA

Multiple

M&A Transactions

10-Year Average 4.0x 19.0x

Select Deals – Average 4.3x 18.6x

Select Deals – Upper Quartile 5.4x 28.7x

Public Companies (No Acquisition Premium)

Average 2.3x 8.3x

Upper Quartile 2.6x 8.6x

Tornier 3.7x nmf

Public Companies (Including Implied Acquisition Premium of 50%)

Average 3.5x 12.5x

Upper Quartile 3.9x 12.9x

Tornier 5.6x Nmf

Extremities market

attractive growth

prospects should result in

a premium valuation, in-

line with Tornier and the

upper quartile of our

select M&A transactions

or roughly 4-6x revenue

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Page 22: Extremities Market Update - May 2012

V. Carleton McKenna

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Page 23: Extremities Market Update - May 2012

• For more than thirty years, Carleton McKenna & Company and its predecessor firms have been

providing merger and acquisition advisory, capital raising and valuation services for small to mid-cap

regional clients – both public and private – with expertise across a broad array of industries.

Merger & Acquisition

Advisory

Capital Raising Services Valuation Services

Carleton McKenna specializes in

providing M & A Advisory services to

small- and mid-cap clients, including

both public and privately-held

businesses. Our experience

encompasses a broad array of

industries with diverse transaction

structures typically less than $100

million in value.

Carleton McKenna assists clients in

capital raising to support plans to grow,

consummate acquisitions, address

shareholder liquidity or effectuate

shareholder recapitalizations. Capital

alternatives include private equity,

senior debt and mezzanine/

subordinated debt. Funding sources

include high net worth individuals,

venture capital funds, mezzanine

lenders and commercial banks.

Carleton McKenna provides

objective and comprehensive

valuations for complex

engagements. Our transactional

experience and industry

expertise allow us to add

substantial value in achieving the

strategic and financial

goals of our clients.

Carleton McKenna Overview

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Page 24: Extremities Market Update - May 2012

Experienced

Entrepreneurial

Client Focused

Carleton McKenna’s thirty-plus years in the investment banking industry

enable us to deliver unbiased, strategic advice and capital solutions. Our

principals have held positions as founders, presidents, board members

and investors providing us the experience necessary to manage and

execute complex financial transactions.

As a regional boutique firm, Carleton McKenna enjoys a creative

entrepreneurial spirit unencumbered by the bureaucracies inherent in

larger investment banks. Our independence allows us to remain free

from potential conflicts of interest, therefore, benefiting our clients.

Carleton McKenna’s principals share a common vision based on

dedication, loyalty and trust empowering us to serve our clients with

uncompromised integrity and professionalism.

Carleton McKenna Overview Why Us?

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Page 25: Extremities Market Update - May 2012

• Carleton McKenna concentrates its efforts on serving corporate clients in seven primary

sectors:

Carleton McKenna Overview Industries Served

Health Care IT & Software Materials Industrials

Clean Tech

Consumer Products

& Retail

Commercial &

Professional Services

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