Linden Capital to Acquire Young Innovations (YDNT) for $39.50/Share

December 4, 2012 8:40 AM EST
Young Innovations, Inc. (Nasdaq: YDNT) announced that it has entered into a definitive agreement to be acquired by an affiliate of Linden Capital Partners, a Chicago-based private equity firm that focuses on middle market leveraged buyout investments in the healthcare and life science industries.

Under the terms of the agreement, holders of outstanding shares of common stock of Young will receive $39.50 per share, representing a 12.5% premium to the 30-day average closing stock price. The agreement was unanimously approved by Young's Board of Directors.

A special meeting of Young's shareholders will be held after the preparation and filing of a proxy statement with the Securities and Exchange Commission and subsequent mailing to shareholders. If the merger is approved by shareholders, the transaction is expected to close in the first quarter of calendar year 2013. The transaction is subject to various closing conditions, including the receipt of regulatory approvals, but is not subject to a financing condition. Upon completion of the acquisition, Young will become a private company, wholly owned by an affiliate of Linden.

Under the terms of the definitive merger agreement, Young is permitted to solicit alternative acquisition proposals from third parties through January 12, 2013 and intends to consider any such proposals. There can be no assurances that the solicitation of such proposals will result in an alternative acquisition transaction. It is not anticipated that any developments will be disclosed with regard to this process unless the Company's Board of Directors makes an affirmative decision to proceed with an alternative acquisition proposal. In addition, Young may, at any time, subject to the terms of the definitive merger agreement, respond to unsolicited alternative acquisition proposals. The definitive merger agreement also contains certain break-up fees payable to each party in connection with the termination of the definitive merger agreement under certain circumstances.

Robert W. Baird & Co. Incorporated is acting as exclusive financial advisor to Young and has provided a fairness opinion to the Young Board of Directors. McDermott Will & Emery LLP is serving as Young's outside counsel. Kirkland & Ellis LLP is serving as legal counsel to Linden.

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