Mississauga, Ontario-based Novadaq said the $11.75-per-share offer is a 95.8% premium on its $6 closing price June 16, for a valuation of roughly $701 million; Stryker said that includes some $47 million in net cash. The deal, expected to close during the 3rd quarter, includes a $21 million breakup fee provision, Novadaq said.
At least 66⅔% of the quorum at a special meeting, slated for August 4, must vote in favor of the deal under Canadian business law, Novadaq said. The company’s board is unanimously recommending approval and financial advisors Piper Jaffray and Perella Weinberg Partners certified that the deal is “fair from a financial point of view,” according to a press release.
“This transformative transaction recognizes the exceptional value we have built at Novadaq. Moreover, we believe it creates a strong opportunity for Novadaq, its customers, partners, shareholders and employees,” president & CEO Rick Mangat said in prepared remarks. “I am proud of the impact our Spy and Pinpoint technology has made throughout the world in breast reconstruction and colorectal surgery, as well as other minimally invasive applications, and look forward to the additional progress we can make as part of Stryker’s organization.”
“This acquisition aligns with our focus on enabling our customers to see and do more by enhancing cross-specialty surgical visualization,” added Stryker medsurg & neurotechnology president Timothy Scannell. “Novadaq’s unique, innovative technology complements our advanced imaging portfolio and expands our product offerings into open and plastic reconstructive surgery. Their innovative technology can reduce post-procedure complication rates and the cost of care for a broad variety of surgical treatments.”
Stryker said it expects the buyout to dilute adjusted net earnings per share by 3¢ to 5¢ this year, but stood fast on its forecast for 2017 adjusted EPS of $6.35 to $6.45. The acquisition should be neutral next year and accretive after that, Stryker said.
In addition to Piper Jaffray and Perella Weinberg, Novadaq used Stikeman Elliott and Dechert as legal advisors; Stryker tapped Covington & Burling and Osler, Hoskin & Harcourt for legal counsel on the deal.
NVDQ shares were up 95.5% to $11.73 apiece today in pre-market trading; SYK shares ticked 0.3% to $142.68 each before the open.