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So, where’s Adam Smith’s enlightened self-interest when you need it? For about the length of the average U.S. presidency it’s been clear to anyone who could read either an income statement or market trends that one important sector in orthopedics was in need of consolidation. That sector is the allograft industry.
But for 16 excruciating quarters, the companies in this industry have been content with excessive capacities and the low gross margins that resulted, overly high SG&A expenses, and a distinct aversion to that wondrous five-letter word—profit.
Last year, allograft products (including DBM) in one form or another were used in approximately 320,000 orthopedic procedures. The largest supplier is the Musculoskeletal Transplant Foundation (MTF) which, we estimate, generated more than $300 million in revenues in 2006.
So, assuming the not-for-profit companies are, in fact, “non-profit” (which meets the generally accepted deconstruction of the word “assume”) and adding up the total profits for all public and for-profit allograft companies since 2004, we find that this vital and important industry has generated $3.1 billion in aggregate revenues and lost a reported $19 million.
Yes, $3.1 billion in aggregate revenues and $19 million in aggregate reported losses.
How much overcapacity is there in this industry? The tissue processing capabilities of five companies: Osteotech, Regeneration Technologies, IsoTis, Tutogen, and CryoLife could all be consolidated into, we estimate, two large processing facilities—whether in Florida, New Jersey, or Atlanta.
The market has noticed. Since 2004, the total market value of the five major public allograft companies has grown exactly 29%. Four years ago, the market value of Regeneration Technologies, IsoTis, Osteotech, Tutogen, and CryoLife was $668 million. As of the end of the third quarter of this year, that value was $859 million. The single biggest gainer of the group was Tutogen, which had risen from $72 million to $216 million.
The best solution to this painful (for shareholders but not, of course, for senior managers) situation, in our view, has been consolidation. More efficient use of current production capacities means higher gross margins. Consolidated SG&A means higher operating margins. And with that, finally, miraculously, should come consistent and sustainable profits.
The only for-profit allograft supplier to have achieved that is LifeCell.
Now Tutogen and Regeneration Technologies plan to merge. Both boards have approved a definitive agreement to combine in a tax-free, stock-for-stock exchange.
Tutogen shareholders get 1.22 shares of newly issued RTI common stock in exchange for each share of Tutogen common stock they own. That means two things:
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The value of the equity offered is $205 million (the market dropped RTI’s stock price on the news of this transaction so the value has now fallen from $263 million to $205 million).
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Tutogen shareholders get 45% of the combined company and RTI shareholders get 55%.
The following charts illustrate how the product mixes will change once the two firms merge. Tutogen’s strong dental and international business adds welcome diversity to RTI’s spine and sports medicine business, for example. The first two pie charts show the current product mixes for both companies, and then the third chart shows the combined product mix.

Source: Robin Young Consulting Group

Source: Robin Young Consulting Group

Source: Robin Young Consulting Group
Additionally, both companies were overly dependent on single distribution agreements. In RTI’s case, it was with Medtronic Sofamor Danek. In Tutogen’s case it was with Zimmer. Certainly, another benefit of the merger is a broader distribution footprint.
The transaction is expected to close in the first quarter of 2008.
So far, Wall Street hasn’t been enamored with the transaction. The stocks of both companies declined with the announcement.
However, the industry has been, we think, ripe for this kind of consolidation move. So, with greater product diversification, operating efficiencies and higher overall revenues (the combined companies should generate about $150 million in revenues), the two companies should be able to demonstrate the advantages of greater consolidation in the allograft industry.
Certainly, shareholders are hoping.
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