A Medical Device Daily
Vitrolife (Kungsbacka, Sweden) reported that it is acquiring a further 10% of the shares in A.T.S., the distributor of Vitrolife's products in Italy. With this transaction, Vitrolife will now own 70% of the company. "We are very pleased with how A.T.S has developed over the past year: the development of both sales and earnings has been stronger than planned" says Magnus Nilsson, Vitrolife's CEO.
In January 2008, Vitrolife acquired 51% of the shares in A.T.S. which has distributed Vitrolife's products in Italy since 1999. The acquisition is in line with Vitrolife's strategy to operate under its own management in key markets and increases the opportunities for A.T.S. to be more aggressive and be able to increase its market share in the Italian market.
In the agreement there was an option for Vitrolife to acquire a further 9% of the shares within six months and subsequently a further 10% within 12 months of the original acquisition date, that is a total of 70%.
The first part of this option was exercised in the beginning of July 2008 and it is the second part of the option that has now been exercised. For the first nine months of 2008, the acquisition positively affected the consolidated sales figure by SEK 5.0 million, with good profitability.
The seller of the shares is Paolo Trabucchi, one of the founders and previously the sole owner of A.T.S.
About 24,000 infertility treatments are performed in Italy per year and the number of fertility centers amounts to about 300.
Johnson & Johnson (J&J; New Brunswick, New Jersey) reported that its initial tender offer for all outstanding shares of common stock of Mentor (Santa Barbara, California) expired at 5 p.m., EDT, on Jan. 16 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of the initial tender offer, a total of about 31,456,557 shares of Mentor common stock were validly tendered and not withdrawn (including about 4,632,228 shares subject to guaranteed delivery procedures), representing about 92.9% of the outstanding shares of Mentor common stock. All shares that were validly tendered and not properly withdrawn during the initial offering period have been accepted for payment.
J&J also reported that it would commence a subsequent offering period to acquire all remaining shares of Mentor common stock, which began on Tuesday and will expire at midnight EDT on Thursday, unless extended. Any shares validly tendered during the subsequent offering period will be immediately accepted for payment, and tendering shareholders will be paid $31 per share, which is the same amount per share that was offered and paid in the initial offering period.
If, following the expiration of the subsequent offering period the company owns at least 90% of the shares of Mentor common stock outstanding, the merger will be completed through a short-form merger without a vote or meeting of Mentor's remaining shareholders.
Upon closing, the transaction is expected to have a dilutive impact to J&J's 2009 earnings per share of about 3 cents to 5 cents.
Following the completion of the acquisition, it is expected that Mentor will operate as a stand-alone business unit reporting through J&J's Ethicon (Somerville, New Jersey) business.