Greatbatch (Clarence, New York) and Enpath Medical (Minneapolis) reported that Greatbatch will acquire Enpath for $14.38 a share in cash, or about $102 million, including assumption of debt.
Greatbatch will begin a tender offer for all of Enpath's outstanding shares no later than May 8.
During a Monday morning conference call to discuss the deal, Thomas Hook, Greatbatch president/CEO, called the purchase an "exciting and compelling opportunity." With a common core customer base, similar company cultures, and similar growth plans, Hook told conference call listeners, Greatbatch sees the transaction as being part of its "long-term growth platform."
Greatbatch is a developer of critical components used in implantable devices and other demanding applications. Enpath is a medical products company that makes single-use medical device products for the cardiac rhythm management (CRM), neuromodulation and interventional radiology markets.
Enpath's main product line includes venous vessel introducers and valved introducers used to create a conduit for insertion of infusion catheters, implantable ports and pacemaker leads into a blood vessel; advanced delivery catheters to enable access to parts of the patient's anatomy that can't be reached by traditional introducers; and implantable stimulation leads, adaptors and delivery systems for the cardiac and neuromodulation markets.
"Enpath represents an exciting strategic opportunity that is complementary and further expands our product and service offerings to the CRM and neurostimulation marketplace," Hook said. "This acquisition broadens our market reach into the vascular segment with the core introducer product line as well as adding several major new OEM customers. Clearly these factors support our long-term objective of customer and market diversification."
Greatbatch said the deal complements its CRM business, provides ability to service the neurostimulation market, offers a platform for both organic and inorganic growth, accelerates sales growth, and is expected accretive in 2008.
John Hertig, president/CEO of Enpath, told listeners he agrees with Hook that the two companies share a similar growth strategy, culture, and business philosophy.
"We believe that with our combined resources we will be in a much better position to capitalize on the numerous opportunities which we see on the horizon," Hertig said.
Hertig added: "Greatbatch's financial strength provides incremental funding for our product development pipeline initiatives. We believe this transaction provides a significant premium to our recent share price for Enpath's shareholders, career growth opportunities for our associates and expands our ability to service our customers."
Last June, Enpath reported entering into a 10-year lease for 95,000 square feet of space in Plymouth, Minnesota. The company recently consolidated its operations in two separate facilities in Plymouth and in Bloomington, Minnesota, into the new facility (Medical Device Daily, June 5, 2006).
The proposed transaction is subject to customary approvals and the tender of a majority of Enpath's outstanding shares, on a fully diluted basis. Greatbatch said the purchase price will be funded out of its available cash, and the deal is not subject to financing conditions. The transaction is expected to close in late June and has been approved by the boards of both companies.
Enpath said it would release financial results for the first quarter ended March 31, as scheduled, on May 2. However, the company has canceled the conference call planned for that date. Enpath's annual shareholder meeting, scheduled for May 3, will be held but will not include an executive report on the company's business.
Banc of America Securities is the financial advisor to Greatbatch; Hodgson Russ is legal counsel. Greene Holcomb & Fisher is financial advisor to Enpath; Lindquist & Vennum is legal counsel to Enpath.
Beckman Coulter (BC; Fullerton, California) reported that its wholly owned subsidiary, Louisiana Acquisition Sub, is extending its tender offer for all outstanding shares of common stock of Biosite (San Diego) for $85 a share, payable in cash. BC said the extension was made in response to a written request from Biosite.
The extension changed the expiration of the tender offer from the end of the day Friday to the end of the day tomorrow, May 2. BC said it has the right to extend the expiration of the offer further and that it must extend that expiration deadline further if requested to do so by Biosite.
BC is competing with Inverness Medical Innovations (IMI; Waltham, Massachusetts) to acquire Biosite, and Biosite last week expressed its preference for IMI's richer offer of $1.64 billion ($90 a share) vs. BC's initial $1.55 billion bid (MDD, April 27, 2007).
BC has until May 2 to match or outbid IMI. If Biosite terminates its deal with BC and accepts the IMI bid after that time, it must pay Beckman Coulter a $50 million termination fee.
BC said that at 5 p.m., EST, on Friday, roughly 60,000 shares had been tendered and not withdrawn. Also at that time, all conditions to the tender offer had been satisfied, except for the condition that a majority of the outstanding shares (determined on a fully diluted basis) be tendered and not withdrawn.
In other dealmaking news:
• Kindred Healthcare (Louisville, Kentucky) said it has made a deal with Ventas (Louisville) to buy 22 underperforming facilities currently leased from Ventas for $171.5 million. The deal includes 21 nursing centers and a long-term acute care hospital. In addition, Kindred will pay a lease termination fee of $3.5 million. The current annual rents for the facilities are about $10.3 million.
Kindred also renewed the leases for all of the remaining facilities scheduled to expire in April 2008. Kindred and Ventas also amended and restated the master lease agreements between them to reflect several amendments. Ventas also agreed not to contest Kindred's proposed spin-off of its pharmacy division.
Kindred said it intends to complete the divestiture of all of the facilities by Dec. 31. It expects to generate $80 million-$90 million in from the sale of the facilities and related operations and record a net loss of $60 million-$70 million in 2Q07 relating to the divestitures.
• Amedisys (Baton Rouge, Louisiana), a home health nursing company, reported signing an agreement to buy the home health assets of Dyna Care Health Ventures (location). Terms were not disclosed.
Dyna operates 11 home health agencies in Illinois, Michigan, Indiana, Arizona and Texas. The transaction is expected to initially contribute $14 million-$15 million in annual revenues, but not expected to add significantly to Amedisys' '07 earnings.
"This acquisition will provide us with our first entrance into the states of Illinois and Michigan. . . . [W]e were attracted to the opportunity because of its strong presence in the Chicago market, with six locations stretching across the metropolitan area," said William Borne, CEO of Amedisys.