A Medical Device Daily

As previously reported, Getinge (Stockholm, Sweden) has made a public tender offer to the shareholders of Datascope (Montvale, New Jersey) to acquire the company for $53 a share, or a total of about $865 million in cash (MedicalDevice Daily, Sept. 17, 2008). In order for the acquisition to be completed, the competition authorities in Germany and the U.S. must grant their approvals. The German competition authority granted its unconditional approval on Oct. 24.

Datascope reported that it has entered into an agreement to sell its endoscopic vessel harvesting (EVH) product line to SorinGroup (Milan, Italy), a company developing medical technologies for cardiac surgery, for an undisclosed sum.

The transaction is contingent on the closing of the acquisition of Datascope by Getinge as well as the satisfaction of other typical conditions. The agreement will be reviewed by the FTC.

In other dealmaking news, HLTH (Elmwood Park, New Jersey) reported the preliminary results of its tender offer to purchase up to 80 million shares of its common stock at a price of $8.80 per share, which expired on Nov. 25.

Based on the preliminary count by American Stock Transfer & Trust Co., the depositary for the tender offer, 86,145,082 shares of common stock (including about 25 million shares that were tendered through notice of guaranteed delivery) were properly tendered and not properly withdrawn.

In accordance with the terms of the tender offer and in compliance with Rule 13e-4(f) of the Securities Exchange Act of 1934, HLTH will purchase an additional 3,699,922 shares pursuant to the tender offer, representing about 2% of the number of shares of common stock currently outstanding, the maximum increase permitted without amending or extending the tender offer.

HLTH said it expects to accept for purchase a total of 83,699,922 shares for a total cost of about $736.6 million.

Since the offer was oversubscribed, the number of shares HLTH will purchase from each tendering shareholder will be pro-rated. Based upon the preliminary count, HLTH estimates that the pro-ration factor will be about 97.16%. The actual number of shares validly tendered and not withdrawn and the pro-ration factor will be announced promptly following completion of the verification process.

It is expected that payment of all shares purchased will be made on or about Dec. 2.

As of Nov. 25, HLTH had about 185 million shares of common stock issued and outstanding. As a result of the tender offer, HLTH expects to have about 101.3 million shares of common stock issued and outstanding as of the time immediately following payment for the accepted shares.

HLTH owns about 84% of WebMD (New York), a provider of health information services, serving consumers, physicians, healthcare professionals, employers and health plans through its public and private online portals and health-focused publications. HLTH also owns Porex, a developer of porous plastic products and components used in healthcare, industrial and consumer applications.

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