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news.Medtronic and CryoCath Technologies have signed an agreement whereby Medtronic, through a wholly owned subsidiary, will make a takeover bid for all of the outstanding shares of CryoCath for C$8.75 per share in cash, representing a total equity value of approximately C$400 million.
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The agreement was entered into following the completion of due diligence and negotiation during an exclusivity period and provides for, among other things, a non-solicitation covenant on the part of CryoCath, subject to ‘fiduciary out’, superior proposal and right-to-match provisions and the payment of a $13.6 million break-up fee in certain circumstances.
Medtronic’s offer to purchase is subject to the tender of at least 66 2/3% of CryoCath’s outstanding common shares on a fully diluted basis. The closing of the transaction is also subject to regulatory clearance and other customary conditions.
The CryoCath board of directors has unanimously recommended that CryoCath shareholders accept the offer, and the acquisition is expected to close in the fourth quarter of calendar 2008.
Jan Keltjens, president and CEO of CryoCath, said: “Medtronic’s offer reflects its endorsement of our cryoablation technology and the role that our flagship product, Arctic Front, will play in treating atrial fibrillation patients around the world.
“This offer delivers significant value. Joining forces with Medtronic at this stage in our development will dramatically expand our reach and accelerate innovation to the benefit of patients today and tomorrow.”