Zimmer-Biomet: The Deal That Shook Warsaw
(EDITOR’S NOTE: The following appeared in The Wall Street Journal.)
WARSAW, Ind. — A $13.35 billion deal to combine two medical-device makers was big news on Wall Street Thursday—and also in this 14,000-person city where both companies are based, which proudly calls itself the “Orthopedic Capital of the World.”
Zimmer Holdings Inc. ZMH -1.40% ‘s agreement to acquire crosstown rival Biomet Inc. “was shocking news to the whole town,” said Rocky Clemens, owner of the Time Out Inn, a popular watering hole for Zimmer workers. “Everyone is worrying about their job,” he said. “Will there be a downsizing? That’s the big question.”
The deal, which has been approved by both companies’ boards, positions Zimmer, based in Warsaw since 1927, to become the second largest company by revenue in the $45 billion global market for artificial knees, hips and other orthopedic and bone-mending implants. The acquisition price, which includes the assumption of debt, consists of $10.35 billion in cash and $3 billion in Zimmer shares. Biomet had $5.83 billion in debt as of Feb. 28. The deal ends privately held Biomet’s plans for an initial public offering in the spring.
And it means this small city will have one less employer in an industry whose local roots stretch back more than a century. In addition to Zimmer and Biomet, medical-device maker DePuy Orthopedics Inc., a Johnson & Johnson JNJ -0.17% subsidiary, is also based in Warsaw. The industry got its start here in 1895 when DePuy’s founder, a Canadian pharmacist named Revra DePuy, came up with the idea of making flexible splints to replace the wooden barrel staves then used to set broken bones. The company he created eventually spawned others, as people left to start competing firms.
The Zimmer-Biomet merger is the largest in the medical-devices industry since Johnson & Johnson purchased Synthes Inc. for $21.3 billion in 2012, and highlights the desire of device companies to cut costs and become more efficient in the face of pricing pressure from hospitals, combined with lower surgical-procedure volumes because of consumer uncertainty about the economy, analysts said.
Uncertainty also abounds here in Warsaw. Tony Clark, a Zimmer factory worker drinking a Busch Light at the Time Out after his shift, said he heard about the merger over the radio shortly after he arrived at work on Thursday. “Then I pulled up my email and saw the letter from the CEO. All I thought was, ‘That’s a lot of money’,” he said.
His friend, Charlie Miller, whose family rents a home to Mr. Clark, chimed in: “Yeah, I saw $13 billion and thought, ‘We got to raise your rent. You must be making more than we thought!'”
Warsaw Mayor Joseph Thallemer received a separate email Thursday morning, from Zimmer Chief Executive David Dvorak, informing him of the merger, and pledging that the combined company would maintain its headquarters in the town. Soon after, Dr. Thallemer, who is also an optometrist, met with one of his patients, a Biomet engineer. “We had a nice long discussion along the lines of, ‘What does this mean to me?'” said Dr. Thallemer.
Local Chamber of Commerce President Mark Dobson said Warsaw is one of the nation’s last company towns, a “microcosm of 1950s Detroit,” where manufacturing workers with a high-school education are able to live middle-class lifestyles. Some 21% of workers in Kosciusko County, which includes Warsaw, were employed in medical-equipment and supplies manufacturing in 2012, up from 19% in 2007, according to data from the Bureau of Labor Statistics. The average annual salary of workers in the industry was $80,300, compared with $44,600 across all industries in the county.
Zimmer’s Mr. Dvorak said the combined firm would go through a “methodical planning process” to “retain the best talent in both organizations.” He said the merged company would “work very hard” to maintain its sales employees and skilled production workers, but said there would likely be opportunities to reduce costs in other areas. Zimmer said it expects to realize cost synergies of $270 million annually by the third year after closing.
The combined company, to be led by Mr. Dvorak, will have a wider product portfolio as it looks to take more market share from competitors including Stryker Corp. SYK -1.49%and DePuy. Hospitals have increasingly sought to extract price discounts by shifting more of their purchasing volume to one or two device companies.
Biomet, formed in 1977 by a group that included former Zimmer employees, is known for its informal corporate culture. Biomet employees often wear jeans to work, whereas Zimmer’s corporate reputation is “suit and tie,” said Rod K. Mayer, chief executive of Nextremity Solutions Inc., a Warsaw-based medical-devices company. Mr. Mayer said that the merger was the main topic of conversation among tables at the Noa Noa Wood Grill & Sushi Bar, a popular downtown restaurant, where Biomet Chief Executive Jeffrey Binder is known to be a frequent patron.
Biomet was acquired in 2007 for about $11.3 billion by Blackstone Group, KKR & Co., TPG and Goldman Sachs Group Inc. GS -1.62% ‘s buyout arm. Biomet’s private-equity owners invested more than $5 billion in the 2007 takeover, dividing ownership of the company equally, said people familiar with the deal. Some of the buyout firms have since sold off portions of their investment to others, one of the people said.
The Zimmer deal today values the owners’ stakes in Biomet at roughly 1.5 times their original investment, the people said. Such a return, while profitable, is lower than the typical aim of a private-equity firm. The buyout firms believe the investment could be worth more than double the original amount over time as Zimmer’s stock rises, one of the people said.
Bobbi Presson, a 47-year-old temporary worker hustling to her 2 p.m. Zimmer shift while swinging a big plastic mug bearing the company’s “Z” logo, said she felt “sorry for Biomet.” Zimmer has been moving heavily to temp workers in recent years, she said, and “they’re going to do the same thing to” Biomet.
Not everyone in Warsaw is worried about the merger. Sam Lozier, a robotic finisher at Zimmer—”I polish knees,” he said—was cleaning his thick wire-rimmed eyeglasses in the driver’s seat of his red Chevy pickup in Zimmer’s parking lot Thursday, about to start his shift. “I like my job. I’m very well paid,” he said. To him, the purchase of Biomet means “we’re still growing, and that’s a good thing,” he said. There is always concern among employees of outsourcing jobs, but the purchase of Biomet “isn’t going to make that big a difference,” he said.
Mr. Lozier’s brother works at Biomet, and his son works at DePuy. “If you live in Warsaw, someone in the family is going to work at one of them,” he said.
