Cogentix Medical to be acquired by Laborie Medical for $3.85 per share in cash
Cogentix Medical (CGNT) announced that it has entered into a definitive merger agreement, under which Laborie Medical Technologies will acquire all of the outstanding shares of Cogentix Medical for a total consideration of approximately $239M.
Under the terms of the definitive merger agreement, LABORIE (through its wholly-owned subsidiaries LM US Parent, Inc. and Camden Merger Sub, Inc. will commence a tender offer for all outstanding shares of Cogentix Medical common stock for $3.85 per share in cash.
The offer of $3.85 per share in cash represents a premium of 28% over the average closing price of Cogentix Medical common stock over the last thirty days. Cogentix Medical currently anticipates the transaction will close in the first half of the second quarter of 2018.
Upon completion of the transaction, Cogentix Medical will become a wholly owned subsidiary of LABORIE.
Accelmed Growth Partners LP and Lewis Pell, who collectively beneficially own shares representing approximately 60% of Cogentix Medical’s outstanding common stock, have entered into tender and support agreements in favor of Parent and Merger Sub, pursuant to which those stockholders, among other things, will agree to tender all of their shares of Cogentix Medical common stock beneficially owned by them to Merger Sub in response to the tender offer, as well as restrictive covenant agreements in favor of Parent and Merger Sub.
Under the terms of the merger agreement, following the successful completion of the tender offer, the transaction will be completed by a second-step merger in which all outstanding shares of Cogentix Medical common stock not tendered in the tender offer will be converted into the right to receive $3.85 per share of common stock, in cash.
Closing of the tender offer and merger is subject to certain customary conditions, including the tender in the tender offer of more than 50% of all outstanding shares of Cogentix Medical common stock.
The transaction is also subject to other customary closing conditions.
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