Integra LifeSciences (NSDQ:IART) said yesterday that it passed papers with Johnson & Johnson (NYSE:JNJ) last week on its $1.05 billion cash bid for J&J’s Codman Neurosurgery unit.
Completing the deal still hinges on the expiration of the Hart-Scott-Rodino waiting period and antitrust approvals in Spain and the U.K., Integra said in a regulatory filing.
When it announced the deal in February, Plainsboro, N.J.-based Integra has said it plans to finance the buyout with cash on hand, a credit revolver and a new term loan; BofA Merrill Lynch and JPMorgan are backing the deal. Codman Neuro put up sales of about $370 million last year, but Integra said it expects “some initial disruption” in the 1st year after closing, with growth established at 3% to 6% over the long term. The new business is forecast to add 22¢ to adjusted earnings per share in the 1st year, Integra said, noting its aim to get its overall sales to the $2 billion mark.
“This proposed transformational acquisition of Codman Neurosurgery creates compelling value for our shareholders, employees and patients,” president & CEO Peter Arduini said at the time. “Its innovative portfolio and global reach will enable us to enhance our position in the neurosurgery market, while also building a global infrastructure that will benefit Integra as a whole. We look forward to welcoming the more than 600 Codman Neurosurgery employees to the Integra team.”
The deal excludes Codman’s neurovascular and drug-delivery businesses, J&J said.
If the proposed deal is not closed, the New Brunswick, N.J.-based healthcare titan is entitled to receive a termination fee of $60 million, according to a regulatory filing.
The acquisition is expected to close in about 24 principal international jurisdictions during the 4th quarter and in the remaining nations “on a rolling basis after that, Integra said. BofA Merrill Lynch acted as financial advisor with Latham & Watkins as legal advisor, the company said.
