Notable Mergers and Acquisitions of the Day 05/15: (GRMH) (CRY) (AVP)
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- Graymark Healthcare, Inc. (Nasdaq: GRMH), the nation's second largest provider of diagnostic sleep services and an innovator in comprehensive care for obstructive sleep apnea, has signed a non-binding letter of intent to combine with Foundation Surgery Affiliates, LLC and Foundation Surgical Hospital Affiliates, LLC, together known as Foundation Healthcare, in an all-stock transaction valued at $1.10 per common share. The aggregate transaction value is approximately $52.5 million.
At closing, Graymark will issue a combination of common stock and preferred stock to Foundation, as well as a separate series of preferred stock with a stated value of approximately $14 million. In addition, Graymark will issue warrants covering 4 million shares of its common stock exercisable at $1.50 per share. This is intended to reward Foundation to the extent that there is shareholder value driven by a substantial increase in the share price from current levels. Graymark Healthcare would be the surviving entity name upon the closing of the transaction, which is expected in the third quarter of 2012.
Graymark's board of directors has approved the combination which is subject to customary closing conditions, including the completion of due diligence, negotiation and execution of a definitive purchase agreement and consent of lenders.
- CryoLife, Inc. (NYSE: CRY), has signed a definitive agreement to acquire Hemosphere, Inc., a privately-held medical device company that has developed and markets the HeRO (Hemodialysis Reliable Outflow) Graft. The HeRO Graft is a proprietary graft-based solution for end-stage renal disease (ESRD) hemodialysis patients with limited access options and central venous obstruction.
Under terms of the agreement, CryoLife will acquire Hemosphere for $17.0 million in cash, plus potential revenue milestone-based payments of up to $4.5 million. CryoLife intends to use cash on hand to finance the transaction, which is expected to close in May. The transaction is subject to customary closing conditions. Hemosphere's revenues were $5.3 million and gross margins were 65.6 percent for the full year 2011.
Assuming the transaction closes in May as anticipated, the Company expects revenues of between $2.5 million and $3.5 million for the Hemosphere product line in 2012. The Company expects to incur between $0.09 and $0.10 per share in charges in 2012 related to the acquisition of Hemosphere, which includes non-recurring transaction and integration charges of between $0.06 and $0.08 per share, with between $0.04 and $0.05 per share of those estimated transaction and integration charges to occur during the second quarter. The Company anticipates that the transaction will be slightly dilutive to earnings to break even for 2013. The above per share charges assume a 35 percent income tax rate. However, due to the non-deductibility of certain transaction expenses, the Company expects its income tax rate in the second quarter of 2012 to be higher than 35 percent.
- Coty Inc. withdrew its takeover bid for Avon Products, Inc. (NYSE: AVP) one day after Avon said it would review Coty's revised offer.
Coty said too much time has elapsed and as their deadline to begin discussions expired today, the proposal is withdrawn. Coty said they will move on and pursue other opportunities.
Coty's withdrawn offer contemplated paying Avon shareholders $24.75 per share, up from the original offer of $23.25 per share.
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