Cantel Medical Acquires Byrne Medical, Inc.

Cantel Medical Corp., through its Minntech subsidiary, has acquired the business and substantially all of the assets of Byrne Medical, Inc. Byrne Medical, privately owned and based outside Houston, Texas, designs, manufactures and sells an array of disposable infection control products intended to replace the necessity of sterilizing and reusing numerous components used in gastrointestinal (GI) endoscopy procedures.

For the 12 months ended June 30, 2011, Byrne Medical generated revenues of approximately $38.6 million and pre-tax income of $8.6 million. After adjusting for the shareholders' compensation and other non-recurring expenses, the pre-tax income would be approximately $11.5 million for the 12-month period. Capitalizing on Byrne Medical's 20 percent historic growth profile, Cantel expects an increase in overall corporate gross margins and anticipates the acquisition to be accretive in Cantel's first fiscal year ending July 31, 2012 (inclusive of the expenses resulting from purchase accounting, financing, and deal-related costs).

The purchase price was $100.0 million, comprised of $90.0 million in cash and 401,123 shares of restricted Cantel stock (valued at $10.0 million) that is subject to a multi-year lock-up and three-year price floor. In addition, there is a contingent earnout of up to $10 million payable over two years based on gross profit growth targets of the acquired business. Cantel will also be purchasing certain land and buildings utilized by the Byrne Medical business for $5.9 million so as to further develop a world-class, disposables manufacturing operation in Houston. The founder and principal owner, Don Byrne, has entered into a three-year employment agreement and separate non-compete agreement.

In purchasing Byrne Medical, Cantel has greatly expanded its hospital and outpatient center-based GI endoscopy business, which includes its Medivators® post-procedure cleaning business. With this acquisition, the company has entered into the market for infection prevention and control products in the endoscopy procedure room itself. Cantel's collective endoscopy business, with approximately 80 sales consultants and clinical specialists, now offers the GI professional an unparalleled level of expertise and solutions to mitigate infection risks across the full endoscopy procedure cycle.

Byrne Medical and Cantel have built their businesses around a shared commitment. Byrne Medical's initial products, the Endo SmartCap® and the EndoGator®, pioneered the movement to disposable alternatives for reusable water bottles and irrigation tube sets used in GI endoscopy procedures. The company now offers an extensive suite of universally applicable infection control solutions including sterile, single-use air/water, suction and biopsy valves.