PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION
NATUS MEDICAL INCORPORATED
3150 Pleasant View Road
Middleton, WI 53562
To the stockholders of Natus Medical Incorporated:
On April 17, 2022, your Board of Directors approved an Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”) by and among Natus Medical Incorporated (“Natus,” the “Company,” “we,” “us,” or “our”), Prince Parent Inc. (“Parent”) and Prince Mergerco Inc. (“Merger Sub”), which are legal entities formed by funds managed by ArchiMed to facilitate its acquisition of Natus. Under the terms of the Merger Agreement, Merger Sub will be merged into Natus, each outstanding share of our common stock (other than shares, if any, owned directly or indirectly by Parent or Merger Sub) will be cancelled and converted into the right to receive $33.50 in cash (without interest and less any applicable withholding taxes) and Natus will become a privately held subsidiary of Parent. We refer to this transaction as the “Merger.” We cannot complete the Merger until our stockholders have adopted the Merger Agreement and we have obtained necessary regulatory approvals. Accordingly, you are cordially invited to attend a special meeting of stockholders of the Company (the “Company Stockholder Meeting”) to be held via a virtual meeting on [•], 2022, at [•] Eastern Time in order to vote on a proposal to adopt the Merger Agreement.
At the Company Stockholder Meeting, you will also be asked to consider and vote on a proposal to adjourn the Company Stockholder Meeting from time to time, if necessary or appropriate, as determined in good faith by the Board of Directors, including to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Company Stockholder Meeting, and a proposal to approve, by non-binding, advisory vote, certain compensation that will or may become payable by Natus to its named executive officers in connection with the Merger.
If our stockholders adopt the Merger Agreement in accordance with applicable law, the other closing conditions in the Merger Agreement are satisfied and the Merger is completed, our stockholders will be entitled to receive $33.50 in cash, without interest and less any applicable withholding taxes, for each share of Natus common stock (the “Company Common Stock”) held at the effective time of the Merger. This price represents a premium of approximately 28.6% from the closing price of $26.05 on April 14, 2022, the last trading day prior to the execution of the Merger Agreement.
After considering the factors more fully described in the enclosed proxy statement, your Board of Directors has unanimously (1) determined that it is in the best interests of the Company and Natus’ stockholders (the “Company Stockholders”), and declared it advisable, to enter into the Merger Agreement and consummate the Merger in accordance with the Delaware General Corporation Law (“DGCL”) upon the terms and subject to the conditions set forth in the Merger Agreement; (2) approved the execution and delivery of the Merger Agreement by the Company, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and conditions set forth in the Merger Agreement; and (3) resolved to recommend, subject to certain provisions in the Merger Agreement, that the Company Stockholders adopt the Merger Agreement in accordance with the DGCL.
Accordingly, your Board of Directors recommends that you vote (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the proposal to adjourn the Company Stockholder Meeting from time to time, if necessary or appropriate, as determined in good faith by the Board of Directors, including to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Company Stockholder Meeting; and (3) “FOR” the proposal to approve, by non-binding, advisory vote, certain compensation that will or may become payable by Natus to its named executive officers in connection with the Merger.
The enclosed proxy statement provides detailed information about the Merger Agreement and the Merger, as well as the Company Stockholder Meeting. In addition, a copy of the Merger Agreement is attached as Annex A to the proxy statement. The enclosed proxy statement also describes the process by which the Board of Directors considered, negotiated and ultimately approved the Merger Agreement and the Merger, as well as the reasons the Board of Directors approved the Merger Agreement and recommends that Natus’ stockholders adopt it. We encourage you to read the proxy statement and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information. You may also obtain more information about Natus from documents Natus has filed with the Securities and Exchange Commission (the “SEC”).
Whether or not you plan to attend the Company Stockholder Meeting, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the internet or by telephone. If you attend the virtual Company Stockholder Meeting and vote by ballot, your vote will revoke any proxy that you have previously submitted. The failure of any stockholder to vote will have the same effect as a vote against adopting the Merger Agreement.
If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.
We cannot complete the Merger unless the proposal to adopt the Merger Agreement is adopted by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of the Company’s capital stock entitled to vote thereon. For this purpose, failures to vote will be counted as votes against the Merger Agreement and the Merger. Your affirmative vote is very important regardless of the number of shares of Company Common Stock that you own.
If you have any questions or need assistance voting your shares, please contact our Proxy Solicitor:
MacKenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, NY 10018
Toll-Free: +1 (800) 322-2885
On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of this matter.
Joshua H. Levine
Chairperson of the Board of Directors
The accompanying proxy statement is dated [•], 2022 and, together with the enclosed form of proxy card, is first being mailed to stockholders of Natus on or about [•], 2022.
Neither the SEC nor any state securities commission has approved or disapproved the Merger, passed upon the merits or fairness of the Merger Agreement or the proposed Merger, or passed upon the adequacy or accuracy of the information contained in this proxy statement. Any representation to the contrary is a criminal offense.