Date: 2015-10-15
Type of information: Company acquisition
Acquired company: Synergetics (USA)
Acquiring company: Valeant Pharmaceuticals (Canada)
Amount: $ 166 million (€ 147.7 million)
Terms: * On October 15, 2015, Valeant Pharmaceuticals International announced that it has completed the previously announced acquisition of Synergetics USA. Synergetics is a leading supplier of precision surgical devices. Synergetics' primary focus is on the surgical disciplines of ophthalmology and neurosurgery. * On September 02, 2015, Valeant Pharmaceuticals announced that its affiliate has entered into a definitive agreement under which Valeant will acquire Synergetics USA,for $6.50 per share in cash. In addition to the upfront cash payment, Synergetics stockholders will receive additional cash payments of up to $1.00 per share if specified sales milestones are achieved following the closing. The transaction is expected to close in the fourth quarter of 2015
and is subject to customary closing conditions and regulatory approvals. Under the terms of the agreement, Valeant will promptly commence a tender offer to acquire all outstanding shares of Synergetics' common stock for $6.50 per share in cash plus one contingent value right entitling the stockholder to receive up to $1.00 per share if specified sales
thresholds for Synergetics are achieved following the closing. The details of the contingent cash consideration payments are as follows:
$0.50 per share in cash payable upon sales of the Company's ophthalmology products achieving $55 million on a trailing four calendar quarter basis prior to June 30, 2018? and
$0.50 per share in cash payable upon sales of the Company's ophthalmology products achieving $65 million on a trailing four calendar quarter basis prior to June 30, 2018, with a prorata portion payable for net sales above $55 million but less than $65 million.
Following the successful completion of the tender offer, Valeant will acquire all remaining shares not tendered in the tender offer through a secondstep merger at the same price and with the obligation to make the same contingent cash consideration payments as are made to stockholders tendering their shares in the tender offer. The tender offer and withdrawal rights are expected to expire at 12:00 midnight, New York City time on the 20th business day after the launch of the tender offer, unless extended in accordance with the merger agreement and the applicable rules and regulations of the U.S. Securities and Exchange Commission.
The Board of Directors of Synergetics unanimously approved the transaction. William Blair & Company, L.L.C. acted as the financial advisor to Synergetics, and Armstrong Teasdale LLP acted as legal advisor to Synergetics. Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Valeant.
Details: Synergetics USA is a leading suppliqer of precision surgical devices. The company's primary focus is on the surgical disciplines of ophtalmology and neurosurgery. Synergetis's distribution channels include a combination of direct and Synergetics independant sales organizations and important strategic alliances with market leaders. The Company's product lines focus upon precision engineered, disposable and reusable devices, procedural kits, and the delivery of various energy modalities for the performance of less invasive surgery including: (i) laser energy, (ii) ultrasonic energy, (iii) radio frequency for electrosurgery and lesion generation and (iv) visible light energy for illumination, and where applicable, simultaneous infusion (irrigation) of fluids into the operative field.
Related: Ophtalmological diseases Neurosurgery Technology - Services
