Natus Medical Incorporated (NASDAQ: NTUS) shares are up 25% after the medical device solutions provider for screening, diagnosing and treating disorders that affect the brain sensory nervous systems ad neural pathways signed definitive agreement to be bought by ArchiMed affiliate for $1.2 billion.
Shareholders to receive 33.5 per share
Stockholders will get $33.50 in cash for every common share of Natus as per the terms of the deal, reflecting a 29% premium over the company’s common shares trading price on April 14, 2022.
Natus Chairman, Joshua Levine said:
The sale of Natus to ArchiMed will provide our shareholders with immediate and substantial cash value, as well as a compelling premium, and the Board has unanimously agreed that this transaction is in the best interests of our shareholders.
There are no funding conditions involved in a transaction, which has fully committed equity funding from ArchiMed-affiliated funds and completely committed debt financing. Thomas Sullivan the CEO of Natus Medical said:
Our nearly 1,400 Natus Teammates remain committed to advance the standard of care and improve outcomes and quality of life for patients affected by disorders of the brain, neural pathways, and eight sensory nervous systems. ArchiMed’s mix of operational, medical, scientific and financial expertise will help us continue our mission to serve our customers while delivering immediate value to shareholders.
The Natus Board of Directors voted to approve the merger agreement with ArchiMed and recommended that the deal be adopted by Natus’ shareholders. The Company will file a proxy statement with the Securities and Exchange Commission (“SEC”) in conjunction with the transaction.
Natus may solicit third party proposals
Natus could solicit offers from third parties for 30 days by May 17, 2022, and in some situations for a duration of 35 days until May 22, 2022, under the provisions of the proposed merger. Furthermore, Natus may react to unsolicited bids that represent or would reasonably expect to result in a better offer at any point prior to receiving input from stakeholders, subject to the requirements of the merger.
Natus will have the option to end the takeover bid with ArchiMed in order to pursue a better offer, pursuant to the provisions and circumstances of the agreement, which include the payment of a termination fee.