STERIS signed a definitive agreement to acquire Xodus Medical, a Pennsylvania-based specialty surgical products company focused on patient and operating room staff safety, for $2.1 billion at closing.
STERIS expects the transaction to generate cash tax benefits with a net present value of approximately $300 million, resulting in a net purchase price of about $1.8 billion.
The agreement also includes potential earnout consideration of up to $150 million based on Xodus Medical achieving specified performance targets in calendar 2028.
Xodus Medical is expected to generate approximately $245 million in revenue and about $135 million in adjusted EBIT in calendar 2026.
STERIS said the acquisition will expand its healthcare consumables offering, particularly in products used in the operating room.
The company expects Xodus Medical to contribute positively to top-line growth, margins, and adjusted earnings.
Founded in 1993 and headquartered near Pittsburgh, Xodus Medical develops and manufactures surgical safety products used by hospitals worldwide.
Its portfolio includes the Pink Pad patient positioning system and other proprietary technologies focused on perioperative patient safety.
STERIS said Xodus Medical has demonstrated double-digit growth supported by its specialty product portfolio, ongoing product introductions, and commercial organization.
Under the terms of the agreement, STERIS Corporation, a wholly owned subsidiary of STERIS plc, will acquire all outstanding equity of Xodus Medical and certain related affiliates.
STERIS expects to finance the transaction primarily with debt.
The deal is anticipated to close by December 31, 2026, subject to customary closing conditions and regulatory approvals.
Following completion, STERIS plans to issue an updated fiscal 2027 outlook that incorporates Xodus Medical.
Goldman Sachs & Co. is serving as exclusive financial advisor to STERIS, while Jones Day is serving as legal counsel.
J.P. Morgan is serving as exclusive financial advisor to Xodus Medical, with Morgan, Lewis & Bockius serving as legal counsel.
KEY QUOTES:
“Xodus Medical’s product portfolio complements and expands STERIS’s offering, particularly by adding consumables used in the operating room. Its focus on products that make surgery safer aligns closely with our MISSION TO HELP OUR CUSTOMERS CREATE A HEALTHIER AND SAFER WORLD. The business has demonstrated an ability to grow at double-digit rates with its specialty product portfolio, a steady stream of new products, and a highly effective commercial team. We look forward to welcoming the Xodus Medical team to STERIS and working together to enhance our service to our Customers and value for our shareholders.”
Dan Carestio, President and Chief Executive Officer of STERIS
“Xodus Medical is an established provider of solutions that measurably improve surgical patient safety. Joining a global leader like STERIS marks an exciting new chapter for our company and allows us to deliver even greater value to our Customers. For our employees, this partnership opens incredible opportunities for professional growth and development across our entire organization.”
Craig Kaforey, Chief Executive Officer of Xodus Medical
