A Medical Device Daily
Johnson & Johnson (J&J; New Brunswick, New Jersey) reported the expiration of the subsequent offering period of the cash tender offer for all outstanding shares of common stock of Mentor (Santa Barbara, California). The subsequent offering period expired, as scheduled, at midnight, EDT, on Jan. 22 and was not extended.
The company first disclosed its plans to acquire Mentor for $1.07 billion last month (Medical Device Daily, Dec. 15, 2008).
The depositary for the tender offer has advised J&J that, as of the expiration of the subsequent offering period, shareholders of Mentor had tendered about 31,806,675 shares of Mentor common stock (including about 565,142 shares subject to guaranteed delivery procedures), representing roughly 93.9% of Mentor's outstanding shares of common stock. According to the terms of the tender offer, all shares that were validly tendered have been accepted for payment.
J&J said it intends to complete the acquisition of Mentor through a short-form merger, without a vote or meeting of Mentor's remaining shareholders. In the merger, each of the remaining shares of Mentor common stock will be converted into the right to receive $31 per share, less any required withholding taxes, in cash and without interest, which is the same amount per share that was paid in the tender offer. The merger is expected to occur as soon as practicable.
Following the merger, Mentor is expected to operate as a stand-alone business unit reporting through J&J's Ethicon (Somerville, New Jersey) unit.
Moog (East Aurora, New York) said it has acquired the stock of Ethox International (Buffalo, New York) for $15.2 million in cash.
Ethox is a medical products manufacturer and service provider. The company produces proprietary medical devices and is engaged in contract manufacturing of disposables for many of the industry's leading medical device companies, according to Moog.
Ethox, which also provides microbiology, toxicology, and sterilization services, had 2008 revenues of $27 million.
Moog entered the medical devices market in 2006 with the acquisition of Curlin Medical, a manufacturer of electric ambulatory infusion pumps. Since then, Moog has acquired the McKinley product line of disposable pumps, Zevex enteral feeding pumps, and most recently Aitecs syringe pumps, resulting in a full-range product offering of infusion therapy equipment.
In addition to the pumps, Moog produces the disposable administration sets which are consumed every time a pump is used. These disposables are produced and sterilized in FDA-approved facilities. Ethox has a full complement of these FDA-approved facilities in addition to microbiology and toxicology laboratories.
"The acquisition of Ethox broadens our product base in disposables," said Martin Berardi, president of Moog's Medical Devices Group, "and brings to our company an experienced management team and substantial production capabilities."
The acquisition is expected to be neutral to Moog's earnings per share for the fiscal year ending Oct. 3, 2009, due to first year purchase accounting adjustments.
Moog is a manufacturer of precision control components and systems for military and commercial aircraft, satellites and space vehicles, launch vehicles, missiles, automated industrial machinery, marine and medical equipment.
Gryphon Investors (San Francisco) reported that its outpatient physical therapy platform company, Accelerated Rehabilitation Centers, has completed the recapitalization of two physical therapy clinic groups – PRORehab (St. Louis) and Therapy Services of Iowa (TSI; Des Moines). Terms of the deals were not disclosed.
Accelerated is a provider of physical rehabilitation services in the Midwest, with clinics in Illinois, Indiana, Iowa, Michigan and now Missouri.
Founded in 1990, PRORehab operates 19 clinic locations in and around the greater St. Louis region. PRORehab provides outpatient physical and occupational therapy, and specializes in hand therapy, manual therapy, aquatic therapy and sports medicine outreach.
TSI was founded in 1993 and operates four clinic locations in Des Moines.
Accelerated offers rehabilitation services to nursing homes, long-term care facilities, and home care providers and provides athletic training services to schools, teams, clubs and other sports-related venues. Accelerated was recapitalized in March 2008 by Gryphon Investors.