AngioDynamics (ANGO) to Acquire Navilyst Medical in $372M Deal
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AngioDynamics (Nasdaq: ANGO), has entered into a definitive agreement to acquire privately-held Navilyst Medical in a transaction valued at $372 million based on yesterday's closing stock price of $14.20.
Navilyst Medical is a global medical device company with particular strengths in the vascular access, interventional radiology and interventional cardiology markets.
Avista Capital Partners acquired the business from Boston Scientific in 2008, and it generated sales of $149 million in calendar 2011. The acquisition will significantly expand AngioDynamics' scale, doubling its share of the Vascular Access market while building critical mass in the peripheral vascular market. The transaction will be accretive to net sales growth, EBITDA margin and earnings per share.
Under the terms of the agreement, AngioDynamics will acquire Navilyst Medical from Avista Capital Partners, a private equity firm, for $372 million in cash and stock. AngioDynamics will fund the purchase price and related transaction costs using approximately $97 million of cash on hand and $150 million from a fully committed bank financing facility from J.P. Morgan, Bank of America and KeyBank National Association in the form of new debt issuance and the issuance of common stock.
AngioDynamics will issue approximately 9.5 million shares of common stock to Avista Capital Partners and have total fully diluted shares outstanding of approximately 35.1 million shares upon the transaction's closing. Avista will hold approximately 27 percent of the outstanding common stock and will receive two additional seats on AngioDynamics' existing Board of Directors. The Board of Directors of both companies have unanimously approved the proposed transaction, which is expected to close during the Company's fiscal 2012 fourth quarter ending May 31, 2012, and is subject to customary closing conditions, clearance under certain antitrust guidelines and the approval of AngioDynamics' shareholders.
Upon closing, AngioDynamics expects to have at least $50 million in cash and liquid investments, $150 million in debt and a $50 million revolving credit facility with the aforementioned banks.
J.P. Morgan Securities LLC acted as exclusive financial advisor and Cadwalader, Wickersham & Taft LLP acted as legal advisor to AngioDynamics. Barclays Capital acted as financial advisor and Ropes & Gray LLP acted as legal advisor to Navilyst Medical.
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Navilyst Medical is a global medical device company with particular strengths in the vascular access, interventional radiology and interventional cardiology markets.
Avista Capital Partners acquired the business from Boston Scientific in 2008, and it generated sales of $149 million in calendar 2011. The acquisition will significantly expand AngioDynamics' scale, doubling its share of the Vascular Access market while building critical mass in the peripheral vascular market. The transaction will be accretive to net sales growth, EBITDA margin and earnings per share.
Under the terms of the agreement, AngioDynamics will acquire Navilyst Medical from Avista Capital Partners, a private equity firm, for $372 million in cash and stock. AngioDynamics will fund the purchase price and related transaction costs using approximately $97 million of cash on hand and $150 million from a fully committed bank financing facility from J.P. Morgan, Bank of America and KeyBank National Association in the form of new debt issuance and the issuance of common stock.
AngioDynamics will issue approximately 9.5 million shares of common stock to Avista Capital Partners and have total fully diluted shares outstanding of approximately 35.1 million shares upon the transaction's closing. Avista will hold approximately 27 percent of the outstanding common stock and will receive two additional seats on AngioDynamics' existing Board of Directors. The Board of Directors of both companies have unanimously approved the proposed transaction, which is expected to close during the Company's fiscal 2012 fourth quarter ending May 31, 2012, and is subject to customary closing conditions, clearance under certain antitrust guidelines and the approval of AngioDynamics' shareholders.
Upon closing, AngioDynamics expects to have at least $50 million in cash and liquid investments, $150 million in debt and a $50 million revolving credit facility with the aforementioned banks.
J.P. Morgan Securities LLC acted as exclusive financial advisor and Cadwalader, Wickersham & Taft LLP acted as legal advisor to AngioDynamics. Barclays Capital acted as financial advisor and Ropes & Gray LLP acted as legal advisor to Navilyst Medical.
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