Nordion (NYSE:NDZ) said it agreed to a boosted acquisition offer from private equity-backed Sterigenics worth $805 million, after a shareholders vote last month failed to muster enough support for a previous bid.
The new, $13-per-share offer tops the $11.75 per share Sterigenics originally put out in March that was worth about $727 million.
"Although a clear majority of Nordion shareholders supported Sterigenics’ all-cash acquisition proposal at US$12.25 per share, there did not appear to be sufficient shareholder support to approve the transaction based on voting results available following the May 30, 2014 proxy voting deadline," according to a press release. "In an effort to secure the necessary shareholder support for the Arrangement resolution, Sterigenics has increased the cash consideration per share from US$12.25 to US$13.00 per share."
Results of the proxy vote showed that about 65.2% of shareholders approved the merger, just shy of the 66.6% required to clear the deal. Three days later an unnamed dark horse bidder identified only as "Party A" raised the stakes to $12.50 per share, according to a press release, but that bid lacked committed debt and equity and was "subject to other conditionality, including approval by the shareholders of Party A," according to the release.
That prompted Sterigenics to raise its own offer, to be funded with "a combination of new debt facilities and equity financing, both of which are fully committed, Sterigenics’ cash on hand and a portion of Nordion’s cash on hand," Nordion said.
The new offer is a 24.0% premium on NDZ shares’ closing price March 27, the day before the deal was announced, and a 6.1% increase over the initial $12.25 bid, according to the release. The deal is expected to close during the 2nd half of 2014.
Sterigenics, which is owned by PE player GTCR LLC, has said that Nordion would continue to operate under its own banner as a stand-alone company.