Cyberonics (NSDQ:CYBX) and Sorin Group (BIT:SRN) said today that U.S. anti-trust regulators approved their all-stock merger that values the Italian company at about $1.4 billion.
The deal, which will bring together 2 global leaders in cardiac surgery and neuromodulation with a combined equity value of $2.7 billion, is expected to close by the end of the 3rd quarter, the companies said today.
Once the deal is consummated, Cyberonics will own a 54% stake in the new company, which will be domiciled in Britain and apply for dual listing on the NASDAQ and London stock exchanges (Cyberonics shares will cease trading on the NASDAQ and Sorin shares will stop trading on the Milan exchange).
Cyberonics shareholders will receive 1 share of the new company for every share held, while Sorin shareholders will receive 0.0472 of a share in the new company for each Sorin share owned. The exchange ratio implies a premium of 14.2% to Sorin’s closing share price the day before the deal was announced last February.
Sorin’s sales account for more than 60% of the combined entity’s total sales. Cyberonics had around $290 million in 2014 revenues, 1 production facilities and 650 employees, compared to Sorin’s sales of nearly $1 billion, 10 manufacturing sites and 3,900 workers.
The deal is expected to boost earnings per share from next year and pre-tax cost synergies between the 2 companies are estimated to total $80 million by the end of 2018. Sorin CEO Andre-Michel Ballester will helm the new entity, with Cyberonics CEO Dan Moore as chairman.