Little Falls, N.J.-based Cantel said it put up about $719.4 million up front, consisting of $665 million in cash and 751,471 shares of its stock, which were worth about $54.4 million at yesterday’s $72.38 closing price. The deal also includes $50 million in potential commercial milestones. Cantel said it expects to reap more than $100 million in tax benefits from the deal.
Chicago-based Hu-Friedy, which makes dental instruments and systems used to reprocess them, put up adjusted EBITDA of roughly $48 million on $214 million in sales during the twelve months ended May 31.
“The combination of our two dental businesses provides a clear and immediate opportunity to become the leading provider of a ‘complete circle of protection’ offering for instrument reprocessing workflow and infection prevention and compliance solutions in the dental industry,” Cantel president & CEO George Fotiades said when the deal was announced in July. “By bringing together our highly complementary dental portfolios, we will create a business that is uniquely positioned to address the most critical workflow needs of our customers while improving patient care. Hu-Friedy brings us the scale, commercial capabilities and portfolio breadth to enable our dental business to be a significant driver of long-term profitable growth for Cantel.”
“We are excited to join forces with Cantel and are looking forward to the opportunities this combination will bring for our customers, employees and other stakeholders,” added Hu-Friedy chairman & CEO Ron Saslow. “As a leader in dental instrumentation and instrument management solutions, Hu-Friedy’s combination with the Cantel portfolio of leading infection prevention dental consumables is a perfect match to further enhance our ability to serve our dental customers.”
Saslow and Hu-Friedy president Ken Serota are slated to lead Cantel’s dental unit, with Cantel dental president Gary Steinberg assisting in the transition and integration before retiring at the end of the calendar year, the company said.
At the time Cantel said it expects the acquisition to deliver $10 million in annual cost synergies by the third year after closing. Hu-Friedy is expected to add 10% to adjusted earnings per share during fiscal 2020, “with mid-teens accretion in fiscal year 2021 and further accretion thereafter.”
Perella Weinberg advised Cantel on the deal, with Wachtell, Lipton, Rosen & Katz as counsel. Moelis & Co. advised Hu-Friedy, with Latham & Watkins as counsel.