Under the terms of the agreement, Johnson & Johnson (J&J) will commence a tender offer to purchase all outstanding shares of Omrix at $25 per share, which is expected to close by the end of December 2008. The tender offer is conditioned on the tender of a majority of the outstanding shares of Omrix’s common stock on a fully diluted basis. The closing is conditioned on Israeli antitrust clearance and other customary closing conditions.
The $358 million estimated net value of the transaction is based on Omrix’s 17.5 million fully diluted shares outstanding, net of estimated cash on hand at time of closing. The boards of directors of Johnson & Johnson and Omrix have approved the transaction. In addition, Robert Taub, Omrix’s founder and CEO, and entities controlled by him, have agreed to tender approximately 16% of Omrix’s outstanding shares in the tender offer.
Omrix is expected to operate as a stand-alone entity reporting through Ethicon, a Johnson & Johnson company and provider of suture, mesh, hemostats and other products for a wide range of surgical procedures.
According to J&J, the acquisition of Omrix would provide Ethicon with an opportunity to strengthen its presence in active, biologic-based hemostats and convergent products for various surgical applications. Ethicon currently has exclusive distribution rights in the US and the EU for Evithrom thrombin topical (human) and Evicel fibrin sealant (human), two active, biologic-based hemostats manufactured by Omrix.
Alex Gorsky, company group chairman for Johnson & Johnson with responsibility for the Ethicon business worldwide, said: Our partnership with Omrix has already expanded our capacity to provide innovative, next generation products that raise the standard of surgical care. We believe this transaction will further enhance our efforts to bring new, science-based products to patients and the healthcare professionals who treat them.