Notable Mergers and Acquisitions of the Day 08/14: (TFX) (CNMD) (BP)
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- Teleflex Incorporated (NYSE: TFX), has signed a definitive agreement to acquire substantially all of the assets of LMA International N.V. (OTCBB: LMINF) for SGD 343.5 million in cash, which at current exchange rates translates into approximately $276 million. LMA is a global market leader in laryngeal masks with a portfolio of innovative products used extensively in anesthesia and emergency care. The proposed acquisition will expand Teleflex’s anesthesia franchise, and will bring to the Company a leading worldwide position in laryngeal masks. LMA reported revenue of $123.9 million in its latest fiscal year ended December 31, 2011.
Incorporated in Curaçao in 1998, LMA is listed on the Mainboard of the Singapore Exchange. LMA has offices in Jersey, Channel Islands and Singapore, wholly-owned manufacturing facilities in Utah, USA and Malaysia and subsidiaries with direct selling functions in the USA, Canada, Australia, New Zealand, Germany, Italy and Singapore.
The Board of Directors of both Teleflex and LMA have approved the proposed transaction, which is subject to LMA shareholder approval, regulatory approvals and other customary closing conditions.
In separate transactions, the Company also announced it signed definitive agreements with the shareholders of Intavent Direct Limited (“IDL”) and affiliates to acquire the LMA branded laryngeal mask supraglottic airway business and certain other products in the United Kingdom, Ireland and Channel Islands. The business reported revenue of $8.2 million in its latest fiscal year ended December 31, 2011.
Collectively, the transactions are expected to be accretive to Teleflex’s adjusted earnings per share by approximately $0.03 to $0.04 in fiscal year 2012, and $0.35 to $0.40 in fiscal year 2013, excluding non-recurring purchase accounting items and other acquisition and integration related costs.
The transactions are expected to be completed during the fourth quarter of 2012.
Brown Brothers Harriman & Co. is acting as financial advisor and Simpson Thacher & Bartlett LLP is acting as legal counsel to Teleflex in the transaction.
- CONMED Corporation (NASDAQ: CNMD) and Viking Systems, Inc. (OTCBB: VKNG) announced that the companies have entered into a definitive agreement providing for CONMED to acquire Viking for $0.27 per share in cash. The purchase price represents a 42% premium over the closing price of Viking's common stock on August 13, 2012. The total expected consideration, including amounts to be paid in respect of in-the-money stock options and warrants, will be approximately $22.5 million.
Under the terms of the transaction, a wholly-owned subsidiary of CONMED will promptly commence a tender offer to purchase all of Viking's outstanding shares of common stock for $0.27 per share in cash. Following successful completion of the tender offer, CONMED will acquire all remaining shares not tendered into the offer through a second-step merger at the same price as in the tender offer.
CONMED anticipates that its present 2-D surgical video research and marketing team in Santa Barbara, California will be consolidated into the Viking group in Massachusetts over the next year. It is expected that the transaction will initially be neutral to adjusted earnings, although CONMED will incur transitional costs associated with the consolidation.
Sullivan & Cromwell LLP is serving as CONMED's legal advisor, and Trombly Business Law, PC is serving as Viking's legal advisor. Cantor Fitzgerald & Co. is serving as Viking's financial advisor.
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