The C43¢-per-share offer works out to about C$68.4 million ($51.7 million), representing an 18% premium on the 30-day volume-weighted average share price, Quebec City-based TSO3 said.
“TSO3‘s board of directors and management believe that this transaction provides the best liquidity opportunity for shareholders. Reaching this conclusion is an important step for TSO3 as well as current and future customers, as it will provide the expertise and the financial resources to best help TSO3 achieve its full potential. We look forward towards its successful completion,” president & CEO Ric Rumble said in prepared remarks.
Although the deal bars TSO3 from seeking other offers, it can field any unsolicited offers that top Stryker’s bid, provided that the Kalamazoo, Mich.-based orthopedics giant is given the right to match or exceed the second offer, TSO3 said. The agreement, slated to close during the fourth quarter, also includes a nearly C$3.1 million ($2.3 million) kill fee payable to Stryker should the deal founder.
In a separate release, TSO3 posted 12.5% wider second-quarter losses of -$4.2 million, or -4.5¢ per share, on sales growth of 100.5% to $748,000 for the three months ended June 30, compared with Q2 2018.
TOS shares were up 10.4% to C42.5¢ today in mid-morning activity in Toronto.
($1 = C$1.32284)