FORT LAUDERDALE, Fla. Home Diagnostics announced Wednesday that it signed a definitive merger agreement with Nipro Corp., a global manufacturer and distributor of medical devices, pharmaceutical products and medical and glass products headquartered in Osaka, Japan.
“First and foremost, we are pleased to announce this transaction which provides a substantial current cash premium to our stockholders,” stated Joseph Capper, Home Diagnostics president and CEO. “We believe this transaction is also beneficial to our customers and suppliers because it greatly enhances Home Diagnostics’ capabilities by expanding our product offering and aligning our business with a global healthcare company.”
If the deal goes through, Nipro will acquire all outstanding shares of Home Diagnostics’ common stock for a cash purchase price of $11.50 per share (or an aggregate of approximately $215 million).
However, as part of the agreement Home Diagnostics can still entertain unsolicited acquisition proposals from third-parties before the deal is completed. Nipro will have the right to match any third-party offer, and may be rewarded up to a $6.5 million termination fee if the company declines the offer.
The parties expect the tender offer to commence on or about Feb. 10. The tender offer will remain open for 20 business days from commencement. Subject to the satisfaction of the conditions to the tender offer, the offer is expected to be consummated prior to the end of the first quarter 2010.
With respect to the transactions, Raymond James Financial, Inc. is acting as financial advisor to Home Diagnostics; Satterlee Stephens Burke & Burke LLP is acting as legal advisor to Home Diagnostics; and Greenberg Traurig, LLP is acting as special M&A counsel to Home Diagnostics. Baker & McKenzie LLP is acting as legal advisor to Nipro Corp.