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Zimmer Holdings, Inc (NYSE:ZMH)

Q1 2014 Earnings Conference Call

April 24, 2014 08:00 ET

Executives

Bob Marshall - VP, IR & Treasurer

David Dvorak - CEO

Jim Crines - CFO

Analysts

Bob Hopkins - Bank of America Merrill Lynch

Mike Weinstein - JP Morgan

Matthew Taylor - Barclays Capital

David Roman - Goldman Sachs

David Lewis - Morgan Stanley

Matt Miksic - Piper Jaffray

Derrick Sung - Sanford Bernstein

Joanne Wuensch - BMO Capital Markets

Operator

Good morning. I would like to turn the call over to Bob Marshall, Vice President, Investor Relations and Treasurer. Mr. Marshall, you may begin your call.

Bob Marshall

Thanks, Toni. Good morning. I'm here with the CEO, David Dvorak; and our CFO, Jim Crines who discussing this morning’s announcement regarding the combination of Zimmer Biomet. We will also briefly cover Zimmer’s First Quarter 2014 financial results announced separately this morning. We will be using a presentation this morning which is available on our website for download and is also currently available on the SEC's website as exhibit 99.2 to the Form 8-K we filed this morning.

Before we start, I'd like to remind you that our discussions during this call will include forward-looking statements. Actual results may differ materially from those indicated by forward-looking statements due to a variety of risks and uncertainties. Please refer to our SEC filings for a detailed discussion of these risks and uncertainties.

Also, the discussions during this call will include certain non-GAAP financial measures. Reconciliations with these measures to the most directly comparable GAAP financial measures are included within the earnings release, which is available on our website at investor.zimmer.com.

With that, I'll now turn the call over to Jim who will provide an overview of our quarter results and guidance before passing call to David to discuss the Biomet transaction. Jim?

Jim Crines

Thank you Bob. I know you’re all anxious to hear more about the announcement, we issued this morning regarding our definitive agreement with Biomet. I will therefore keep my comments in our first quarter performance brief. Our total revenues for the first quarter were $1.161 billion a 3.2% constant currency increase compared to the first quarter of 2013. Net currency impact for the quarter decreased revenues by 1.2% or $14 million, our adjusted gross profit margin was 74.4% for the quarter, a more favorable mix of products and geographic revenues together with foreign currency hedge gains, cost savings from our operational excellence initiatives and reduced excess and obsolescence charges effectively offset the impact of negative price and increased head wind for the medical device tax in the quarter.

The company’s R&D expense decreased 11.1% or $6 million on a reported basis to 4.1% of net sales when compared to the prior year. Selling, general and administrative expenses were $464 million in the first quarter and at 40% of sales were 50 basis points below the prior year. We continue to make significant progress in realizing savings from our operational excellence programs while continuing to invest in selling, distribution and marketing cost in support of the commercialization of a number of new products.

In the quarter the company recorded pretax charges of 45.9 million in special items and 7.7 million in cost of product sold pertaining to global restructuring, quality and operational excellence initiatives and recent acquisitions. Adjusted first quarter 2014 figures in the earnings release exclude the impact of these charges.

Adjusted operating profit in the quarter amounted to $352 million at 30.3%; our adjusted operating profit to sale ratio was 100 basis points higher than the prior year first quarter. A significant improvement in our adjusted operating margin in the quarter reflects to the progress we have made in restoring growth to certain geographic markets and higher margin product categories within our musculoskeletal portfolio. Net interest expense for the quarter amounted to $12.5 million which was favorable when compared to the prior year quarter. Adjusted net earnings were $258.1 million for the first quarter an increase of 7.2% compared to the prior year, adjusted diluted earnings per share increased 6.4% to a $1.50 on a 171.8 million average outstanding diluted shares.

At a $1.29 reported diluted earnings per share increased 0.8% from the prior year first quarter reported EPS of a $1.28. Our adjusted effective tax rate for the quarter was 24.1% and was 70 basis points favorable when compared to prior year due to the recognition of a tax benefit relating to an international reorganization of certain of our subsidiaries. I would like to turn now to guidance for Zimmer as a standalone enterprise for 2014 which in many respects is unchanged from prior guidance but in one fact it has impacted [technical difficulty] change first discussing revenues in other operating measures.

In earnings release this morning we reiterated that the company expects full year of 2014 revenues to increase between 3% and 5% constant currency when compared to 2013. We continue to expect foreign translation to decrease our reported 2014 revenues by approximately 0.5% for the full year. Therefore on a reported basis our revenues are projected to be between 2.5% and 4.5% above 2013 results. For the second quarter reflecting seasonality consistent with the prior year as well as the loss of a billing day we expect revenues to increase between 2% and 3% both on a constant currency and on a reported basis when compared to the prior year. As a result of the pending transaction announced this morning we have suspended our share repurchase program in order to preserve capital for funding of the acquisition. Consequently we now expect the fully diluted share count to be approximately a 171.5 million shares in the second quarter and approximately a 172 million for the full year.

This compares with our prior guidance for diluted weighted average shares outstanding for 2014 of approximately 169 million shares. The higher share count has the effect of lowering our expectation for full year adjusted diluted earnings per share by approximately $0.10. The company now expects fully year 2014 adjusted diluted earnings per share to be within a range of $6 to $6.20.

Prior full year guidance had been in the range of $6.10 to $6.30. As previously indicated to arrive at our anticipated reported GAAP earnings per share and you should subtract total charges for special items of $250 million pretax or approximately $1.10 per share. Taking into account our lower anticipated hedge gains in the near term as well as the higher share count second quarter adjusted diluted earnings per share are expected to be in the range of $1.46 to $1.49.

Finally our guidance does not include the anticipated cost associated with the impacts from the jointly announced pending transaction with Biomet or other unforeseen events. David I will now turn the call back over to you.

David Dvorak

Thanks Jim. Good morning everyone and thanks for joining us this morning. I’m excited to talk with you about the announcement we issued this morning regarding our definitive agreement with Biomet. This milestone combination creates a leading innovator in the musculoskeletal industry that we believe will deliver significant benefits to patients, providers and all of our healthcare stakeholders. Together we will be better positioned to shape solutions for the evolving healthcare industry. Let me start with an overview of the terms of the transaction which is on slide 5 of the document that Bob referred to. Under the merger agreement Zimmer will acquire Biomet for a combination of $10.35 billion in cash and aggregate number of shares of Zimmer common stock valued at $3 billion.

Upon completion Biomet shareholders will own approximately 16% of the combined company and will have two representatives on the Board which will be expanded accordingly. The transaction is not contingent upon financing which is fully committed. Finally the transaction is expected to close in the first quarter of 2015 subject to customary approvals. Turning to slide 7, Biomet’s financial and operational profile will bring significant value to Zimmer and is highly consistent with the value creation framework that we used to guide our strategy.

Many of you on this call have probably heard us discuss our value creation framework and you can see that this combination is consistent with the guiding principles illustration by the three pillars of our strategy, growth, operational excellence and prudent capital allocation.

This combination is certainly about growth, together the combined company will be more competitive in our knee and hip franchises with a more diverse revenue base to increase scale and faster growing markets in adjacent categories.

We will also gain meaningful entry into sports medicine and we will have a research and development teams that will power and enhance innovation. Operationally these complimentary businesses are ideal partners; together we will accelerator our opportunity to transform the business model to meet the needs to meet the needs of the evolving healthcare industry. At the same time we expect to achieve approximately $270 million synergies by 2017 with approximately $135 million anticipated in the first year.

Additionally we expect to source the funding necessary to grow and deliver anticipated double digit accretion to adjusted earnings per share to our stockholders. This transaction is also consistent our disciplined approach to mergers and acquisitions. In the near to medium term we will focus free cash flow on debt repayment and dividends and then suspend share repurchases as Jim mentioned.

We expect a strong cash flow to enhance the combined company’s future financial flexibility and to allow us to continue to support necessary capital investments as well as maintain a stable dividend of 15% to 20% net income following the closing of the transaction.

Jim will discuss our anticipated capital structure profile in more detail, however with Biomet we will generate increased cash flows through working capital efficiencies that come with scale which positions us well to pay down the debt overtime so that we can maintain and improve our investment grade credit ratings.

This next series of slides beginning of slide 8 take a deeper dive into how we expect to be able to shape our musculoskeletal solutions are developed and delivered. Our success will be in our ability to leverage the combined experience and capabilities of both companies. To offer more personalized solutions that benefit patients across the continuum of care.

Our combined company will be supported by a research and development spend capability of approximately $360 million and will immediately benefit from a combined portfolio of innovative solutions as well as efficiencies gained from combining each companies respective R&D effort. Over the longer term our combined R&D spend will allow us to more rapidly bring to market a broad portfolio of musculoskeletal products, technologies and services. And do so more efficiently than ever before.

This includes game changing solutions in category such as early intervention and joint preservation, personalized devices, intelligent instrumentation as well as value based offerings for emerging markets. In short this combination allows for the development of clinically relevant solutions for our patients while equally important creating efficiencies for providers and payers. Overall we’re bringing together the best of the best to create new solutions that address stakeholder challenges in the evolving healthcare environment.

Moving to slide 9, our combined portfolio in innovation capabilities underscore how Zimmer and Biomet will create a leader in the $45 billion musculoskeletal industry. We will have enhanced diversification and strong scalable platforms in faster growing sports medicine, extremities and trauma product categories.

This together with enhanced scale and other categories will benefit the full spectrum of our key constituents and address current market demands while also growing the market in other category such as knees, hips, surgical spine and dental. Slide 10 underscores the strengths and advantages of our combined workforce. We’re excited that this combination will allow us to bring together the best talent in the industry committed to medical training and education.

Both companies have strong sales force teams to achieve cross selling opportunities as early as day one. We believe it will be better positioned to deliver business model innovations that benefit providers and patients. With the right mix of solutions together we can provide cost effective ways to reduce complications and readmissions and it will benefit the overall market and result in an increased patient satisfaction.

We’re further dedicated to maintaining a long term commitment to our combined skilled labor force. Our expertise in manufacturing will remain critical to our ongoing success and bring life to the innovations we develop.

Of course we expect all of these benefits to enhance value for our stockholders. As we outline on slide 11, the combined company will have solid fundamentals through a more diversified and predictable revenue mix and generate significant cash flow. We expect double digit accretion to adjusted earnings in the first year following closing. In addition return on invested capital from the transaction is expected to exceed cost of capital by the end of year three with enterprise return on invested capital expected to exceed the weighted average cost of capital in year one.

With that I will turn it over to Jim who will take you through more a detailed on the pro forma financial profile combined portfolio as well as our integration plans.

Jim Crines

Thanks David. Slide 13, shows a pro forma business mix by category for the combined company. A pro forma combined revenue footprint on a full year 2013 basis was $7.8 billion with $4.62 billion Company from Zimmer and 3.14 billion from Biomet. Through this combination we will enhance the scale and competitiveness of all of our product franchises with each product category measuring no less than 500 million in size in three of our franchises with over 1 billion plus [ph] of revenue.

Knees will be the company’s largest category accounting for 37% of the combined businesses pro forma revenue or 2.8 billion on a 2013 basis. The combination of Zimmer and Biomet will create a broad portfolio of solutions and the latest advances in the knee arthroplasty by combining best in class implants and intelligent instrumentation. Our combined hip business will be the company’s second largest category on a revenue basis making up 26% of the overall business or 2 billion in revenue. This transaction gives us a platform for industry leading innovation and new growth in this area as well as a more complete portfolio to address the continuum of care.

The third largest category of the combined company will be sports medicine, extremities and trauma which together will comprise 15% of the overall business and 1.2 billion of 2013 combined revenue. By combining Biomet’s emerging sports medicine business with Zimmer’s highly differentiated early intervention devices we will be better able to offer competitive and attractive solution to customers.

We will also benefit from strengthening our presence in emerging markets and an extended portfolio that covers upper and lower joints which will position us to grow our extremities and trauma business going forward. In the surgical, biologics and other category this combination allows for increased cross selling of surgical and other devices through combined global reconstructing sales channels and together with Biomet we expect to establish critical mass in both spine and dental that will position the company to compete effectively and gain share in these important markets.

As you can see from slide 14, this combination creates an even compelling opportunity for our stakeholders as the second largest player in the global musculoskeletal industry with the 17% share of overall revenues. We believe this will enhance our competitiveness while leaving room for new growth in this $45 billion industry.

Slide 16 provides an overview of the operating earning synergies, we expect to realize from this combination. We expect to achieve approximately 270 million of net annual synergies by the third year of post-closing which represents approximately 8% of acquired revenue. In addition we anticipate approximately 135 million of synergies in the first year. This is consistent with precedent medical device acquisition synergies and it's in-line with the synergies we achieved through our acquisition of Centerpulse.

These operating synergies take into account anticipated effects of the transaction on revenues considering the cross selling opportunities together with potential disruption as the two companies are integrated. We expect revenues to grow in-line with the market in the short term post combination and when the integration is complete we would expect all categories to be growing ahead of their respective markets given the breadth of scale and the global reach of a combined sales channels. Key sources of synergies from the combination include cross selling opportunities, strategic sourcing, advanced manufacturing, simplifying instrument designs, consolidated distribution and logistics, streamline development initiatives and the elimination of redundant corporate costs.

Now I would like to spend a few minutes addressing our integration approach. We recognized the Zimmer and Biomet have highly recognizable and well respected names and following a closing of the transaction the combined company will conduct business under a consolidated name that will leverage the strength of both brands.

As David said earlier, this transaction is about achieving scale, innovation, synergies and growth. Slide 17, outlines in detail our key objectives of proposed high level timeline for our integration plans. We will soon establish a joint steering committee that will oversee this process across all aspects of the business as we prepare for day one success and steady state operations. We intend to capture deal value and ensure optimal execution through proactive involvement by both Zimmer and Biomet management [technical difficulty].

We’re confident in our ability to successfully integrate this transaction and we have a track record of successfully integrating companies both large and small including the major integration with Centerpulse as well as the integrations of multiple other acquisitions.

While we’re on the topic of integration and before I turn the call back over to David, with the confirmation of this deal we intend to exclude amortization of intangible assets in deferred transaction related financing cost from our adjusted earnings measure post combination. For purposes of measuring the anticipated accretion on the transaction we first added back approximately 90 million of intangible asset, amortization on a pretax basis or approximately $0.40 per diluted share on an after tax basis to Zimmer’s standalone full year adjusted earnings.

I will now pass the presentation back over to David for some concluding remarks.

David Dvorak

Thanks Jim. Before we take your questions I would like to briefly recap the announced merger. We continue to adhere to our core value creation strategy to focus on growth, operational excellence and prudent capital allocation. Biomet is a perfect fit for us and the transaction is directly in-line with the strategy to create significant value and provide attractive growth and profitability over the long term.

Zimmer and Biomet will create an innovation leader in the $45 billion musculoskeletal industry with a more comprehensive and scalable portfolio of solutions and cross selling opportunities.

We will have enhanced musculoskeletal diversification and strong scalable platforms in faster growing sports medicine, extremities and trauma product categories. All of this increased scale will provide significant operating efficiencies and will benefit all constituents and address the evolving healthcare environment. Zimmer’s and Biomet’s market growth prospects coupled with strong cash flow will support our ongoing commitments to debt repayment and dividends.

Finally all of these actions will be led by experienced management teams from both sides, with an impressive track record of successful execution and integration. We look forward to entering this exciting new chapter of our company’s history and working with the Biomet team to advance our shared goals of driving innovation to benefit stakeholders.

With that I will now turn the call back over to Toni for questions.

Question-and-Answer Session

Operator

(Operator Instructions). Your first question comes from the line of Bob Hopkins with Bank of America Merrill Lynch.

Bob Hopkins - Bank of America Merrill Lynch

So couple of questions I would love to ask here, first of all I want to make sure we ask the question on FTC in terms of what kind of conversations you’ve had on that front and specifically I would love to know what you think your combined market share in the United States in hips, knees and shoulder you know post-closing of the transaction.

David Dvorak

Bob. I would tell you that we had the benefit of experts reviewing that subject matter, obviously. We're very well advised and I think the important thing to keep in mind is that this is a $45 billion industry. We’re quite confident that we will complete the transaction and at this point in time believe that the transaction be consummated in the first quarter of 2015. The market share numbers are publically available; you understand that our market share in general in most markets in knees is in the mid-20s. Biomet’s is double digits to lower teens, and in hips, our market share is closer to 20%, their market share is in similar range and that’s applicable to most geographies but as I said we’re quite confident that we’re going to be able to move through that process and that the transaction at this point in time is contemplated to be closed as of the first quarter of 2015.

Bob Hopkins - Bank of America Merrill Lynch

And then in terms of two quick follow-ups, one I just wanted to make sure I have the earnings guidance correct. So you’re saying that in the first full year post the close double digit accretion relative to a cash EPS number and I was wondering if you could be a little bit more explicit on the double digits, I mean is that 10% to 15% or is that more, that’s one thing and then the other thing I like to ask about is relates to the guidance is on the synergies and the synergies seem to me to be about 7% of the combined companies operating expenses which seems a little late. I would expect that there might be even more synergies given that you guys are both located in the same town and then financial I was wondering are you contemplating sort of the normal hip and knee disruption that we have seen in previous mergers of maybe a little bit over 1% just would love a comment on those things and then I will drop. Thank you.

Jim Crines

Just to be sort of more specific on what we mean by double digit accretion in a range and you’re right that it's on a something more akin to a cash earnings measure is what I indicated in my remarks, post the combination we will be adding back amortization of intangible assets as well as amortization of transaction related to financing fees to arrive at our adjusted earnings measure.

We are anticipating in the range of 15% to 20% and more specifically accretion in the range of a $1.15 to a $1.25 in the first year. That does and the synergies the 270 million by the third year, 135 million by the first year. That does take into account both the cross selling opportunities that we feel are substantial with respect to the combination and anticipated disruption that will occur as a consequence of integrating the two companies on the top line. We’re not going to be more specific than that. I would just tell you as I indicated in my remarks that post the combination we would expect the top line revenues to be growing in-line with the market and then once we get through the integration we have the opportunity for all of those product categories to be growing ahead of the market. As I said given the enhanced scale and competitiveness of those various product portfolios.

Bob Hopkins - Bank of America Merrill Lynch

And then on the synergy side just the 7% number?

Jim Crines

I would tell you, David talked about, we see significant opportunity to be reinvesting in innovation that will include not just the sort of traditional products innovation that these companies within this industry are better known for but as well it is going to be very focused on taking advantage or the opportunity to invest more money in business model innovation. So I think it's fair to believe that the synergy opportunities are significant but as I said the combination is going to present us with an opportunity to reinvest some of those synergies and that as well is something we have taken into account in the 270 million that we have guided to.

Operator

Your next question comes from the line of Mike Weinstein with JP Morgan.

Mike Weinstein - JP Morgan

As a starting point can you just clarify during what Biomet’s (indiscernible) are assuming that touches about $6 billion. It sound like you’re not assuming their debt with the cash that Biomet will use to pay down their debt. So can you just clarify what balances you will be taking along?

Jim Crines

I will tell you -- sorry Mike, somewhere in the neighborhood of net debt of estimated at around $5.5 billion that we would assume in pay down following the combination.

Mike Weinstein - JP Morgan

And so that is not that you want to get balance sheet, I just want to make sure this is clear. So the you’re not paying, you’re not assuming that your (indiscernible) Biomet will be used to pay down that debt.

Jim Crines

That set will be refinanced. Out of the total value 13.35 billion, as we indicated 3 billion of that will be consideration will be provided in the form of Zimmer shares and the balance in cash. So the 5.5 billion of debt that we’re going to be assuming will effectively get refinanced through the combinations.

Mike Weinstein - JP Morgan

So you will be assuming 5.5 billion of debt and walk me through the (indiscernible) of cash comes from?

Jim Crines

Sure. So it will come from a combination of senior notes, so it will be through the financing that we will raise which will be comprised of a combination of senior notes somewhere in the neighborhood of around 7.5 million of bond financing and 3 billion in the form of syndicated term loan.

Mike Weinstein - JP Morgan

You’re expecting your closed offering to be about 11 billion, is that what you’re suggesting?

Jim Crines

That’s correct. So if you take that over 10 billion that I referenced and add the 1 billion of debt that they have already on our balance sheet, total debt is somewhere north of 11 billion for the combined period.

Mike Weinstein - JP Morgan

And you’re not assuming you'll be able to use any of your O-US cash limited cash on your balance sheet that majority is outside the U.S. is that correct?

Jim Crines

We will be able to access somewhere between 0.5 billion to a 1 billion of offshore cash and that will go towards covering some of the -- towards funding for the combination as well as paying for some of the transaction cost associated with it, the combination.

Mike Weinstein - JP Morgan

And then last question, just thought process on this. If I look at the first quarter activity, you bought back a lot of stock in the first quarter it looks like it's about $400 million in stock. So it didn’t look like you spent the quarter thinking about acquiring Biomet, it looks like you went along with your normal operating plan and that this came together relatively recently. Can you just talk David about what drove the decision to do this? It sounded like something that management was not inclined to do as recent recently as six months ago, conversations with the Street.

David Dvorak

I will tell you this is very consistent with the strategic plans that we have developed over the last several operating periods Mike and the complimentary nature of these businesses allows us to accelerate many of the initiatives that are common to the two entities and so strategically this is a fit that can be seen going back sometime as these things go circumstances arise in a confluence of events that bring us to the point of actually having the capability to combine the entities and those processes once they get going can happen and need to happen in a fairly accelerated fashion. So I think you’re right, over the last several weeks it has been a concentrated effort and the perspective on what we’re going to do consistent with our disciplined capital allocation changed quite recently.

Operator

Your next question comes from the line of Matthew Taylor with Barclays Capital.

Matthew Taylor - Barclays Capital

I just wanted to I guess understand, you talked a little bit about some of the revenue and P&L synergies, just from a high level can you help us understand how this impacts some of the R&D projects and how you will approach selling some of it combined portfolio, are you going to kind portfolio that you’re going to kind of cheery pick some of the best products and shelf some of the other ones or should we generally view the comments about some of the pipeline activities as on track?

David Dvorak

We will leverage the capabilities of both organizations. I think there is mutual respect for the innovation, skill sets within both of these organizations and culture as it relates to innovation. So if you think about the combination of these businesses with concentrations in various product categories and the way innovation has been conducted over the course of many years within medical devices is -- there is an element of that innovation that is committed to incremental advancements and those will always continue whether it's in the form of line extensions or the like, what this transaction allows us to do it on a combined basis is continue incremental innovation and yet have a broader portfolio and array of innovative solutions that are going to be game changing, broader in the form of joint preservation and early intervention technologies and advance the cause in preoperative and interoperative technologies that can help change the way these solutions are delivered and the efficiencies with which these solutions are delivered.

So on a combined basis we’re going to be able to get after rapidly addressing more of the current unmet needs and then as Jim and both referenced in a more comprehensive way partner with other stakeholders in the healthcare industry in a manner that allows them to improve patient care and at the same time do that in a cost effective manner. So we’re going to be able to do all the things that we have done historically on a standalone basis but when combined more of it and on an accelerated basis across a broader span of the innovation opportunity and the scope of addressing the problems and challenges that other stakeholders face in an evolving health care market.

Matthew Taylor - Barclays Capital

And just on your synergy commentary. I wanted to understand you gave us targets of 135 and 270 and talked about reinvestment, could there be upside to those synergies, are those numbers are really targeting and you would probably reinvest some of that upside if you were tracking ahead of schedule.

Jim Crines

Yes I would just tell you that we have a very high degree of confidence in our ability to deliver on the 135 million and the 270 million. I would also acknowledge that we do believe over the long term there are going to be some significant balance sheet related cash flow synergies that are not sort of fully reflected if you will and what we anticipate to be able to achieve in the way of deleveraging over the short term. So to the extend we can execute as well on those opportunities, that’s going to provide some more opportunity for us to pay down the debt perhaps a little more quickly and drive some additional sort of accretion in bottom-line earnings.

Operator

Your next question comes from the line of David Roman with Goldman Sachs.

David Roman - Goldman Sachs

I want to just start with David you have made a couple of references to the quote evolving healthcare landscape, could you maybe be a little bit more specific on where exactly you see your markets going and then how this combination makes you more competitive in that marketplace than what you would have been otherwise?

David Dvorak

Sure I think the theme to that really is we need to work in closer relationships with providers, surgeon’s integrated healthcare systems whether they are private or national and their orientation across the global. In a matter that allows us together provide better patient outcomes and solutions but at the same time do that cost effectively. This portfolio of existing products, technologies allows us to engage in those discussions and partner in ways that we believe is going to be very comprehensive and deep and to help work together towards addressing any of the challenges that exists whether it is a patient outcome challenge or a cost efficiency challenge. So for instance in the patient paradigm or algorithm to the extent that we can partner with a healthcare institution and ensure that the right intervention strategy and solution is offered to that surgeon in treating the patient irrespective of where they are in the disease state or continuum of care, all the way up through joint replacement or revision that’s a real advantage to the systems, to the extent that we can more intelligently deliver those solutions through preoperative planning systems or assist within our operative technologies to ensure that procedure goes as best as it possibly can and complications are avoided, readmissions are mitigated that’s a real advantage to that system as well as the patients.

And when we refer to a comprehensive portfolio it isn't merely just the product portfolio on a traditional sense, we’re able to put together integrated services and comprehensive solutions that will enable us to partner with the other stakeholders and later bring those solutions about in a cost effective manner.

David Roman - Goldman Sachs

And then as you kind of think about that full patient continuum of care that you referenced from early intervention to full joint replacement, is there a piece of that treatment paradigm that you really think you’re missing right now and is that something that Biomet brings to you and is there any way to sort of quantify maybe clinical revenue synergy from being able to capture a greater percentage of the patient for treatment?

David Dvorak

I think there are absolutely platform technologies that Biomet possess that are complimentary to the ones that we possess and are continuing to develop. So it's going to be an accelerator when we are able to put those technologies and services and solutions together and I think in other dimension I neglected to state in response to the first part of your question David it's just the fact that we know that the industry that we’re serving is going to consolidate the hospital system et cetera, so they are going to be looking for saving as well by partnering with fewer vendors that can offer a fuller portfolio of solutions and that’s going to be an advantage along with these integrated services. So by way of example I would tell you that an acquisition that we did 7 or so years ago that is ORTHOsoft, that is headquartered in Montreal, they've done a terrific job of advancing preoperative technologies as well as intraoperative technologies and if you think about the deployment of these solutions, an preoperative that helps the hospital, the surgeon, the OR staff as well as this company yet the right implant, instrument set et cetera into the treatment path and then allow in a most efficient way that procedure it takes place in the OR and optimize that patient outcome and minimize the reprocessing costs and central sterilization et cetera which is what that solution base is all about that we have been developing and again Biomet is been developing services that are very complimentary to that, that can create a lot of value for everyone.

David Roman - Goldman Sachs

Last one, just in that context we hear about cross selling and I think some companies dub it size and scale or bundling. How do you prevent the conversation from being about price and to what extent do you think I guess the scale you’re gaining here and the more consolidated nature of the hip and knee market can arrest some of the pricing decline we have seen accelerate over the past several quarters.

David Dvorak

And I think what we’re talking about is putting together integrated solutions that have a value proposition associated with them, so by addressing unmet clinical needs, by minimizing readmissions by helping reduce infection those have incredible value creation opportunities associated with it and innovating in those regards is going to be rewarded in the marketplace.

Operator

Your next question comes from the line of David Lewis with Morgan Stanley.

David Lewis - Morgan Stanley

Jim, I just want to come back to a comment you made earlier about the accretion and potential disruption. I think you said that your earnings accretion does forecast some assumption for disruption, but I can't remember if it was David or yourself who mentioned that in the intermediate term you expect to grow in-line with market in your core franchises and then faster than the market in the future, which implies that you're not assuming much disruption in the near term. Can you just reconcile the revenue statement with the earnings statement?

Jim Crines

Sure. Again I did say with respect to the revenues that in the aggregate and if you’re taking all of the various product categories we would expect in the short term post-combinations that total revenues would be growing in-line with the overall market. And then as we complete the integration our belief very firmly that we’re going to have the opportunity for all of those product categories to be growing above market. So that’s sort of in-line growth expectation for the short term as I said does take into account some anticipated disruption as we work through the integration which will impart be offset by some significant cross selling opportunities that we have as and we have talked about both in our scripted remarks and in responses to some of the questions that has been raised.

David Lewis - Morgan Stanley

Maybe just two quick follow ups. The first interesting thing Jim for me on this transaction is you had about $200 million left on a Zimmer specific restructuring, which you were well on your pace of completing and you're talking about this transaction of having synergies of about $270 million. Can you help us understand what happens to that $200 million, is that number fully maintained? Are there opportunities to roll in Biomet into some of the ongoing activity there and maybe accelerate that $270 million number?

Jim Crines

So I think you’re right to assume that $200 million is fully maintained. The initiatives have already been mapped out so that the project teams are assembled, the work plans are in place that they have been and continue to execute and will continue to execute obviously through the closing of this transaction and we have talked about the fact that with respect to what it takes to get from what we have already achieved that of the total $400 million that we’re targeting. The latter half of that much of that is in the manufacturing area, it gets -- take some time for that to work through the P&L and it first shows up in lower inventory cost and then eventually shows up in the P&L.

So that $200 million if you reference David is fully maintained in with respect to the expectations going forward.

David Lewis - Morgan Stanley

Just quick one for David. Just more strategic and I'll jump back in queue. David wrong, right, or indifferent, everyone's going to look to Centerpulse as the referenceable transaction for this deal, and I wonder if you could share with us just if you compare sort of the environment then versus now, the asset you're acquiring then versus now, maybe you could share sort of challenges and maybe some concerns if there are any about why Centerpulse is and is not a good referenceable transaction for this deal. Thank you.

David Dvorak

Sure. Well I think it's a referenceable transaction with respect to the experience on integrating companies that if you look at the size of that integration relevant to where Zimmer was as a standalone entity after the spinoff back in 2003, it's relatively comparable. There is a lot of institutional knowledge and experience that resides in Zimmer today that led that transaction including Jim and I were both personally involved and highly involved in the integration, and the thing that I would say is differentiated in this regard is that the Biomet team has a terrific skillset in that regard, and a great success rate.

So we’re going to partner and the steering committee and leadership to develop integration plan in a very specific way, will be balanced and representative of both organizations and as successful as Centerpulse was I’m very optimistic that this transaction will be, will come together and will take the best of the best in processes and capabilities for both of these organizations and create an even stronger entity on a combined basis. So very optimistic about how we’re going to be able to run this integration.

Operator

(Operator Instructions). Your next question comes from the line of Matt Miksic with Piper Jaffray.

Matt Miksic - Piper Jaffray

Couple follow-ups here. You talked about a bunch of different angles of the transaction, but Jim, I just wanted to understand, you mentioned that there are some potential further sort of cash and working capital oriented synergies with the combined organization. And I just want to understand whether those are included in your initial estimates or if things like distribution synergies or hubbing or field level kind of efficiencies of instruments and working capital are in your estimates or not at this point?

Jim Crines

Well some of what you reference would be included in the estimated operating earning synergies, the 270 million but not at this stage reflected Matt in cash flow, it's not fully reflected in cash flow synergies to the extent that we’re going to be able to lower the amount of capital we have tied up in inventory and instrument. So that something that has to be sort of more specifically mapped out as a team has the opportunity over the next many months to get into more detailed integration planning.

Matt Miksic - Piper Jaffray

And then again, clarification on your thoughts on some of the dissynergies. We all know that these kinds of transactions can lead to some attrition or loss of business between the two organizations. But when you talk about growing with the market it sounds like if I can read through your comments that we have two businesses that individually we would expect to be growing above market for reasons having to do with product cycles or momentum or whatever, and during this period of integration you're sort of ratcheting that back to with market to be reaccelerated again post integration. Is that a fair way to look at the growth expectations?

Jim Crines

That’s exactly the -- precisely the right way to look at it.

Matt Miksic - Piper Jaffray

And then finally, there were some different geographic elements of the Centerpulse deal compared to the Biomet deal in terms of complementary nature of the different kinds of organizations out there at the time. But I don't know how much detail you're willing to get into at this point, but I'd love to understand what the different characteristics are of the U.S. distribution footprint. We think of Biomet as being kind of maybe more present in the community setting and Zimmer perhaps more is present in the academic setting traditionally. Love to understand how those two organizations sort of start coming together over time and your thoughts on that would be very helpful.

David Dvorak

Yes. I think there is a lot of complimentary aspects of the distribution channel and not just limited to the United States, OUS markets as well Matt and if you look at the product categories that is in fact the case, we haven't focused as much on what this does to us from a scale standpoint and the non-large joint categories but it's a significant difference maker when you look at the faster growing markets of sports medicine, extremities and trauma for instance and then as well we were talking about doubling the size of spine business, doubling the size of the dental business and again there is a very complimentary aspect to some of those business distribution channels for instance. Biomet’s dental business is very strong in certain OUS markets where we are relatively absent.

So there is going to be a lot more to be able to talk about in that regard as we move forward Matt but we see it as a terrific opportunity as well as big dimensions of cross selling capabilities with the relationships that exist across those various markets and you take a business unit like our surgical business that really isn't fully built out and Biomet’s portfolio and we’re going to be able to cross sell those products successfully into those accounts and relationships. And as Jim referenced earlier some of the earlier intervention and joint preservation technologies that are part of our portfolio are going to be successfully sold into their sports medicine.

So I think there are going to be wonderful opportunities with a broader portfolio, the leverage of those relationships and capabilities across the globe and across the various product categories.

Operator

Your next question comes from the line of Derrick Sung with Sanford Bernstein.

Derrick Sung - Sanford Bernstein

Starting with the transaction, I was wondering if you could give us any color on whether this might have been any kind of -- any sort of competitive bidding process involved with the deal and if there might be any provisions within the deal to prevent a competitive bidder from stepping in.

Jim Crines

We have obviously as the securities fillings -- there will be a full element of disclosure embodied in those documents and the background of the process and I don’t want to speak on behalf of the Biomet organization in that regard Derrick, but you'll gain whatever insights that disclosure will reveal about the background and process here. Suffice to say that transaction agreements provide support from the major sponsors and that disclosure will be very specific as well but we’re very confident in the ability to consummate the transaction.

Derrick Sung - Sanford Bernstein

And as you think about your portfolio and the portfolio that Biomet has, there's obviously a lot of overlap there in your hip and knee categories, but there are obviously some differences here, and I was wondering if you could talk about what aspects perhaps of the Biomet portfolio you're most excited about. Obviously they're coming out with their bicruciate knee. And then longer term, do you envision continuing to basically have two sort of lines of offerings if you will, or is there a longer-term opportunity to maybe streamline your product portfolio as the integration unfolds?

David Dvorak

I think that the comprehensive nature of the portfolio is pretty recognizable if you move up and down the continuum of care Derrick. I think that as we have expressed there are early intervention technologies and joint preservation technologies for example our Gel-One product on the front end of that continuum of care and there are sports medicine products and technologies on the front end of that continuum all the way through comprehensive revision systems and salvage systems. So you can line that up, plot whatever point on that continuum you’re most interested in and you’ve a terrific offering when this come together that I think is going to really be a difference maker for the customers that we’re partnering with.

So I think that that is an incredible benefit that’s going to be seen as very valuable from the customer’s perspective.

Operator

Your final question comes from the line of Joanne Wuensch with BMO Capital Markets.

Joanne Wuensch - BMO Capital Markets

Just a simple question. Have you put contracts in place to hold people into place? And how are you dealing with employees at this stage? Warsaw can be seen as a small community. Thank you.

David Dvorak

Sure Joanne. We will be very proactive on that front, there will be programs put in place to address any of the risks that you just referenced. I think that overall as it relates to your second question, Warsaw, this transaction cements Warsaw as at a global basis the musculoskeletal innovation capital of the world and we’re going to be able to accelerate the planning and upon consummation of the deal accelerate the integration efforts to leverage the fact that the value systems are very common, the geography is going to be beneficial. The commitment customers and enhancing the quality of life for patients provide such a common bond and platform to bring these organizations together that we're extraordinarily confident in our ability to address the risks and leverage the opportunities that this combination represents.

Joanne Wuensch - BMO Capital Markets

Thank you very much and congratulations.

David Dvorak

Thank you Joanne. So with that I would just state that we very much look forward to speaking with you on our second quarter conference call which is scheduled for 8 a.m. on July 24. I will turn the call back to you Toni.

Operator

Thank you for your participation in today’s conference call. You may now disconnect.

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