Smith & Nephew Regulatory News (SN.)

Smith & Nephew divests Gynaecology business for $350 million and announces associated $300 million share buy-back programme

18 May 2016

Smith & Nephew plc (LSE:SN, NYSE:SNN), the global medical technology business, announces that it has signed a definitive agreement to divest its Gynaecology business to Medtronic plc (NYSE:MDT) for $350 million.

Gynaecology has been rapidly built around Smith & Nephew's resection technologies and comprises, primarily, the TRUCLEAR◊ System for the hysteroscopic resection and removal of uterine tissue. Gynaecology delivered revenue of $56 million in 2015, representing a little over 1% of Group revenue.

Gynaecology and its employees will benefit from increased focus and presence in the gynaecology space, including broadening the products and services available to customers. The acquisition strongly complements Medtronic's existing portfolio.

Financial impact and use of proceeds

The proceeds, which are surplus to Smith & Nephew's current near-term capital requirements, will be returned to shareholders through a $300 million share buy-back programme. This is expected to commence shortly after completion in July 2016.

The transaction is expected to be broadly neutral to adjusted earnings ('EPSA') in 2017, after the share buy-back, and to reduce EPSA by less than 1.0¢ in 2016. The gross proceeds are before tax and costs.

Olivier Bohuon, Chief Executive Officer of Smith & Nephew, said:

"Smith & Nephew's management team has a strong track record of creating value through organic growth and by acquisition. The sale of our Gynaecology business demonstrates our disciplined strategic approach to capital deployment and to crystallising value through divestiture at the right time.

"The quality of the Gynaecology business was reflected by the strong interest from potential buyers, allowing us to obtain an attractive valuation. Our shareholders will benefit directly from the return of the proceeds through a share buy-back programme, in-line with our capital allocation framework. Gynaecology and its employees will benefit from a new owner with a synergistic platform looking to take the business to the next level."

It is expected that the majority of Gynaecology employees will join Medtronic. Smith & Nephew will continue to manufacture the TRUCLEAR System for Medtronic for a transitional period.

Davis Polk & Wardwell LLP served as counsel to Smith & Nephew and Ondra Partners acted as financial advisor.

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About Smith & Nephew

Smith & Nephew is a global medical technology business dedicated to supporting healthcare professionals in their daily efforts to improve the lives of their patients. With leadership positions in Orthopaedic Reconstruction, Advanced Wound Management, Sports Medicine and Trauma & Extremities, Smith & Nephew has around 15,000 employees and a presence in more than 100 countries. Annual sales in 2015 were more than $4.6 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, follow @SmithNephewplc on Twitter or visit SmithNephewplc on Facebook.com.

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