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Acquisition of Jostra Group GETINGE has signed an agreement to purchase 100% of the shares of Jostra A.G. GETINGE will not acquire Jostra’s former US operations Jostra Bentley and Jostra Life Stream The acquisition is subject to German antitrust clearance which could be obtained within 4 - 5 weeks

Acquisition of Jostra Group

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Acquisition of Jostra Group. GETINGE has signed an agreement to purchase 100% of the shares of Jostra A.G. GETINGE will not acquire Jostra’s former US operations Jostra Bentley and Jostra Life Stream - PowerPoint PPT Presentation

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Page 1: Acquisition of Jostra Group

Acquisition of Jostra Group

GETINGE has signed an agreement to purchase 100% of the shares of Jostra A.G.

GETINGE will not acquire Jostra’s former US operations Jostra Bentley and Jostra Life Stream

The acquisition is subject to German antitrust clearance which could be obtained within 4 - 5 weeks

Page 2: Acquisition of Jostra Group

Background Cardiovascular Disease

Leading cause of death and disability especially in developed countries and increasingly in emerging

countries

Blood pumps, oxygenerators and vascular access are the key technologies for cardiopulmonary by-pass. They

have enabled the growth of cardiac surgery

The number of open heart operations increased significantly to presently > 1 million cases and will grow

to > 1.6 million cases per year worldwide by 2007

Page 3: Acquisition of Jostra Group

Background Cardiovascular Disease

Currently close to 90% of cardiac surgery is performed on-pump

The Cardiopulmonary market is valued at approx. 4 500 MSEK and is expected to grow in mid-

single digits - faster for Europe and emerging markets

Heart valve procedures are growing faster and no off-pump procedure exists

Page 4: Acquisition of Jostra Group

Jostra in brief

Sales approx 90 M EUR in 2002

Associates ~ 600Sales in 100 countries, own sales companies in:

Germany, France, Italy, Japan, Canada, Spain, UK, Netherlands, Sweden, China, Hong Kong

Production: Germany (2 sites), Sweden and Denmark

Products: Heart lung machines, Oxygenators, Centrifugal pumps, related Disposables, Minimal Invasive on-pump Equipment, Autotransfusion

Excellent technology and product pipeline, 55 issued patents

Good track record of organic growth 10% +

Page 5: Acquisition of Jostra Group

HL 30 Perfusion Work Station HCU 30 Heater Cooler Unit

Jostra Products Hardware

Page 6: Acquisition of Jostra Group

Jostra Disposables pediatric --> adult

Oxygenators

Tubing sets

Reservoirs

Filters

Cannulae / Catheters

Centrifugal pumps

Page 7: Acquisition of Jostra Group

Jostra MECC: for minimal invasive On Pump Procedures

Traditional CPBTraditional CPB MECCMECC

MECCMECC

minimally invasiveon pump systems

On Pump 88 %

Off Pump 12 %

Page 8: Acquisition of Jostra Group

Jostra RotaCell - Autotransfusion

For collection, washing and reinfusion of patient blood

Variable separation chamber - pediatrics

Product not launched

Page 9: Acquisition of Jostra Group

Market Shares Heart-Lung Machines

Snia 45%

Jostra 25%

Terumo 25%

Others 5%

Global market ~ 850 machines p.a.

Page 10: Acquisition of Jostra Group

Market Shares Oxygenators

Worldwide Europe

Snia 33% 43%

Medtronic 20% 15%

Jostra 13% 25%

Terumo 12% 8%

Others 22% 9%

Global market ~ 1 200 000 pcs p.a.

Page 11: Acquisition of Jostra Group

Sales by Products

20%

10%

67%

3%

Heart-Lung machines

MECC

Consumables

Other

EUR 90 million

Page 12: Acquisition of Jostra Group

Sales Breakdown by Region 2002

23%

40%

5%

6%

26%Germany

Other W. Europe

Latin America

Africa

Asia/Pacific/Australia

EUR 90 million

Page 13: Acquisition of Jostra Group

Jostra Integration Focus and Targets

Integration of Jostra’s sales and marketing organisation with that of Surgical Systems

Improved production structure

Reinforce sales and marketing organisation to drive market penetration in Europe and emerging markets

Focus the R&D pipeline to deliver new technologies in a speedy and timely manner

Page 14: Acquisition of Jostra Group

Jostra Acquisition Financials

Price of shares 23.6 M EUR

Assumed net debt 36.4 M EUR

Restructuring costs: approx. 15 M EUR

The goodwill amounts to 37 M EUR

The target is to improve Jostra’s EBIT margin to 12 - 15% within 3 years after goodwill

amortization

Contribution to group earnings in 2003 will be slightly negative to neutral (depending on date of consolidation

with GETINGE)

Contribution to group pre-tax profit including goodwill amortization and related financial charges will be in the

range of EUR 5 - 6 million in 2004

Page 15: Acquisition of Jostra Group

Jostra future Opportunities

Entry into the autotransfusion market valued at 3 billion SEK

Penetration with the minimal invasive MECC technology for on pump procedures and potentially for beating-heart

procedures

Improved market penetration through intensified sales and marketing efforts backed by good technology

Synergies from integration

Further growth through acquisition for global leadership