The revised deal calls for ICU Medical to offer 3.2 million new shares, or $419.3 million, and $275 million in cash, along with an additional possible $225 million in cash based on performance milestones through the end of 2019.
That deal is capped at $900 million, according to an SEC filing, $100 million less than the previously agreed upon $1 billion deal.
The transaction will put Hospira’s infusion systems business, including IV pumps, solutions, disposables and “certain other assets” in ICU Medical’s hands, while Pfizer will hold a 16.6% stake in ICU. The companies expect the sale to close next month, according to SEC filings.
ICU pegged its pro-forma annual revenues after the deal at roughly $1.45 billion, based on trailing 12-month results as of last June.
Pfizer can nominate a board member for ICU Medical as long as it still holds at least a 10% stake in the company. The deal also includes provisions limiting Pfizer’s ability to trade ICUI shares for 18 months after the transaction closes, the companies said.
Barclays and Wells Fargo Securities advised ICU Medical on the deal, with Latham & Watkins as legal advisor. Pfizer tapped Goldman, Sachs & Co. and Guggenheim Securities as advisors, with Skadden, Arps, Slate, Meagher & Flom and Ropes & Gray as legal advisors.
Pfizer paid $15 billion for Hospira in September 2015, its largest-ever buyout. In addition to the infusion pump business, Hospira makes generic versions of injectable drugs and biosimilars including a knockoff of Johnson & Johnson‘s (NYSE:JNJ) blockbuster anti-inflammatory Remicade. Pfizer paid $90 per share in cash, a 39% premium to Hospira’s closing stock price the day before the February bid.