Dentsply Sirona: Merger Creates The Dental Solutions CompanyTM
Dentsply Sirona Inc. (NASDAQ: XRAY) today announced that it has successfully completed the merger of equals between DENTSPLY International Inc. (“Dentsply”) and Sirona Dental Systems, Inc. (“Sirona”). The merger of DENTSPLY, the market leader in dental consumables and Sirona, the market leader in dental technology and equipment, creates the world’s largest and most diversified manufacturer of professional dental products and technologies. Dentsply Sirona will have leading positions and some of the most well-established brands across consumables, equipment, technology, and specialty products to address the needs of dental professionals, specialists and dental labs. Each day, approximately 600,000 dental professionals will use a Dentsply Sirona product.* With the largest R&D platform in the industry, Dentsply Sirona will develop and support innovative end-to-end clinical solutions that advance patient care.
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YORK, PA (USA)/SALZBURG (AUSTRIA)
Total Solution Provider
By combining DENTSPLY’s consumables platform with Sirona’s technology and equipment, the new company offers more products and integrated solutions than any other dental organization. Dentsply Sirona’s wide array of products for dental professionals and labs enable the treatment of general and specialty procedures including implantology, endodontics, and orthodontics. With the broadest clinical education platform in the industry, the company is driving the adoption of new and approved technology and integrated solutions for more efficient workflows. Customer service and satisfaction will remain a key value to the new company and will be supported by the industry largest sales and service infrastructure comprised of direct sales and leading distributors.
Two Innovation Drivers coming together
The merger unites the two leading innovators in dental, each with over 100 years of experience. Combined, Dentsply Sirona will have largest and strongest R&D platform with over 600 experienced scientists and engineers to foster the development of better, safer and faster dental care. With its enhanced commitment to innovation, the company will advance patient care, improve the patient experience and reduce chair time for procedures.
Jeffrey T. Slovin, Chief Executive Officer of Dentsply Sirona comments: “With our merger complete, Dentsply Sirona can now focus its efforts on empowering dental professionals to provide better, safer and faster dental care. As The Dental Solutions CompanyTM, we will drive long-term growth by being uniquely positioned to deliver innovative solutions and support our customers with the broadest product portfolio and the largest sales and service infrastructure in the industry. Dentsply Sirona will continue to be at the forefront of the digitization of dentistry, single visit dentistry and improving clinical outcomes for patients around the world.”
Great results are a combination of the right tools and the right skills. Dentsply Sirona offers the largest clinical education platform in the industry – the goal is to equip dental professionals with everything they need: from the best available products to expert-led clinical education to support the use of these products and services to improve patient care and treatment outcomes. Bret W. Wise, Executive Chairman of Dentsply Sirona, adds: “This is a transformational day for Dentsply Sirona and the entire dental market. Our unparalleled offering of some of the most trusted brands in consumables, equipment and technology makes Dentsply Sirona the partner of choice to dental professionals and labs today. With an unmatched commitment to investing in research, product development and clinical education, Dentsply Sirona will advance patient care and improve oral health on a global scale for years to come.”
DENTSPLY and Sirona completed their merger on February 29, 2016. Shares of Sirona will be halted from trading prior to the open of the NASDAQ stock market and will cease trading effective at the close of business today. Under the terms of the merger agreement, Sirona shareholders are entitled to receive 1.8142 shares of Dentsply Sirona for each existing Sirona share.
*Based on average number of products shipped daily.
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements can be identified by the use of forward-looking terminology, including "may," "believe," "will," "expect," "anticipate," "estimate," "plan," "intend," “project,” "forecast," or other similar words. Statements contained in this press release are based on information presently available to the Company and assumptions that the Company believe to be reasonable. The Company is not assuming any duty to update this information if those facts change or if the assumptions are no longer believed to be reasonable. Investors are cautioned that all such statements involve risks and uncertainties, and important factors could cause actual events or results to differ materially from those indicated by such forward-looking statements. These risk factors include, without limitation; risks that the new businesses will not be integrated successfully; risks that the combined companies will not realize the estimated cost savings, synergies and growth, or that such benefits may take longer to realize than expected; risks relating to unanticipated costs of integration, including operating costs, customer loss or business disruption being greater than expected; unanticipated changes relating to competitive factors in the industries in which the Company operates; the ability to hire and retain key personnel; reliance on and integration of information technology systems; international, national or local economic, social or political conditions that could adversely affect the Company or its customers; risks associated with assumptions made in connection with critical accounting estimates and legal proceedings; the ability to attract new customers and retain existing customers in the manner anticipated; the continued strength of dental and medical device markets; the timing, success and market reception for our new and existing products; uncertainty regarding governmental actions with respect to dental and medical products; outcome of litigation and/or governmental enforcement actions; volatility in the capital markets or changes in our credit ratings; continued support of our products by influential dental and medical professionals; our ability to successfully integrate acquisitions; risks associated with foreign currency exchange rates; risks associated with our competitors’ introduction of generic or private label products; our ability to accurately predict dealer and customer inventory levels; our ability to successfully realize the benefits of any cost reduction or restructuring efforts; our ability to obtain a supply of certain finished goods and raw materials from third parties; changes in the general economic environment that could affect the business; and the potential of international unrest, economic downturn or effects of currencies, tax assessments, tax adjustments, anticipated tax rates, raw material costs or availability, benefit or retirement plan costs, or other regulatory compliance costs. The foregoing list of factors is not exhaustive.
Additional information regarding these and other risk factors and uncertainties that may affect the Company’s business and may cause actual results to differ materially from these forward-looking statements, please refer to the Company's most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time with the SEC. The Company does not give any assurance (1) that it will achieve its expectations, or (2) concerning any result or the timing thereof, in each case, with respect to any regulatory action, administrative proceedings, government investigations, litigation, warning letters, consent decree, cost reductions, business strategies, earnings or revenue trends or future financial results.
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This information and any attachment thereto contains forward-looking information about Sirona Dental Systems, Inc.'s financial results, guidance and estimates, business prospects, and products and services that involve substantial risks and uncertainties or other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. You can identify these statements by the use of words such as "may," "could," "estimate," "will," "believe," "anticipate," "think," "intend," "expect," "project," "plan," "target," "forecast", and similar words and expressions which identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not guarantees of future performance and involve known and unknown risks and uncertainties, and other factors. Readers are cautioned not to place undue reliance on such statements, which speak only as of the date hereof. For a discussion of such risks, uncertainties and other matters that could cause actual results to differ materially, including risks relating to, among other factors, the market for dental product and services, pricing, future sales volume of the Company's products, the possibility of changing economic, market and competitive conditions, dependence on products, dependence on key personnel, technological developments, intense competition, market uncertainties, dependence on distributors, ability to manage growth, dependence on key suppliers, dependence on key members of management, government regulation, acquisitions and affiliations, readers are urged to carefully review and consider various disclosures made by the Company in its Annual Report on Form 10-K and in its reports on Forms 10-Q and 8-K filed with the U.S. Securities and Exchange Commission. The Company assumes no obligation to update any forward-looking statements contained in this document or the attachments to reflect new information or future events or developments after the date any such statement is made.