Natus Medical Incorporated (NASDAQ: NTUS), (the
“Company” or “Natus”), a leading provider of medical device
solutions to screen, diagnose, and treat disorders affecting the
brain, neural pathways, and eight sensory nervous systems,
announced today that it has entered into a definitive agreement to
be acquired by an affiliate of ArchiMed (“ArchiMed”), a leading
investment firm focused exclusively on the healthcare industry for
approximately $1.2 billion. Under the terms of the agreement, Natus
shareholders will receive $33.50 in cash for each share of Natus
common stock, representing a 29% premium to the closing price of
the Company’s common stock on April 14, 2022.
“The sale of Natus to ArchiMed will provide our
shareholders with immediate and substantial cash value, as well as
a compelling premium, and the Board has unanimously agreed that
this transaction is in the best interests of our shareholders,”
said Joshua H. Levine, Chairman of Natus.
“Our nearly 1,400 Natus Teammates remain
committed to advance the standard of care and improve outcomes and
quality of life for patients affected by disorders of the brain,
neural pathways, and eight sensory nervous systems,” said Thomas J.
Sullivan, President & Chief Executive Officer of Natus Medical,
Incorporated. “ArchiMed’s mix of operational, medical, scientific
and financial expertise will help us continue our mission to serve
our customers while delivering immediate value to
shareholders.”
Under the terms of the agreement, Natus
shareholders will receive $33.50 in cash for each share of Natus
common stock they own. The transaction has fully committed equity
financing from funds affiliated with ArchiMed and fully committed
debt financing, and there are no financing conditions associated
with the transaction.
Natus’s Board of Directors has unanimously
approved the merger agreement with ArchiMed and recommends that
Natus’s shareholders adopt the merger agreement. In connection with
the transaction, the Company will prepare a proxy statement to be
filed with the U.S. Securities and Exchange Commission (“SEC”).
Following any review by the SEC, a definitive proxy statement will
be mailed to shareholders of Natus. Natus expects to hold a Special
Meeting of Shareholders to consider and vote on the proposed merger
and the merger agreement as soon as practicable after the mailing
of the proxy statement. The transaction is expected to close in the
third quarter of 2022, subject to customary closing conditions,
including approval by Natus shareholders and receipt of regulatory
approvals. Upon completion of the transaction, Natus will become a
private company and Natus shares will no longer be listed on any
public market.
Under the terms of the merger agreement, Natus
may solicit proposals from third parties for a period of 30 days
continuing through May 17, 2022, and in certain cases for a period
of 35 days continuing through May 22, 2022. In addition, Natus may,
at any time prior to receipt of shareholder approval, subject to
the provisions of the merger agreement, respond to unsolicited
proposals that constitute or would reasonably be expected to lead
to a superior proposal. Natus will have the right to terminate the
merger agreement with ArchiMed to enter into a superior proposal
subject to the terms and conditions of such agreement, including
payment of a customary termination fee. There can be no assurance
that the solicitation process will result in a superior proposal or
that any other transaction will be approved or completed. Natus
does not intend to disclose developments with respect to this
solicitation process unless and until its Board of Directors
determines such disclosure is appropriate or is otherwise
required.
Preliminary Financial
ResultsRevenue for the first quarter 2022 was $119.8
million, up 4.3% compared to $114.9 million in the first quarter
2021. During the first quarter of 2022, Natus incurred $3.4 million
of extraordinary supply chain costs associated with acquiring
semiconductors. The Company ended the quarter with $84 million in
cash and no debt, up from $75.6 million at the beginning of the
quarter. The Company will release its full 2022 first
quarter financial results after the close of the market on
Thursday, May 5th. The previously announced conference call
scheduled for Friday, May 6th at 8:00 a.m. Eastern Time (5:00 a.m.
Pacific Time) will be cancelled.
Financial GuidanceDue to the
announced transaction, the Company will no longer update financial
guidance.
AdvisorsIn connection with the
transaction, Stifel is serving as a financial advisor to Natus, and
Davis Polk & Wardwell LLP is serving as legal advisor to
Natus.
About Natus Medical
Incorporated
Natus delivers innovative and trusted solutions
to screen, diagnose, and treat disorders affecting the brain,
neural pathways, and eight sensory nervous systems to advance the
standard of care and improve patient outcomes and quality of life.
The Company offers hardware, advanced software and algorithms, and
consumables that provide stimulus, acquire and monitor
physiological signals, and capture the body’s response. With sales
in over 100 countries, Natus is a leader in neurodiagnostics,
pediatric retinal imaging, and infant hearing screening, as well as
a leading company in hearing assessment, hearing instrument
fitting, balance, and intracranial pressure monitoring.
Additional information about Natus can be found
at www.natus.com.
COMPANY CONTACT: Natus Medical Incorporated Drew
DaviesExecutive Vice President and Chief Financial Officer(925)
223-6700InvestorRelations@Natus.com
About ArchiMed -
www.archimed.group
With offices in the US and Europe, ArchiMed is a
leading investment firm focused exclusively on healthcare
industries. Its mix of operational, medical, scientific and
financial expertise allows ArchiMed to serve as both a strategic
and financial partner to North American and European healthcare
businesses. Prioritized areas of focus include biopharmaceutical
products & services, life science tools, medical devices &
technologies, diagnostics, healthtech and consumer health. ArchiMed
helps partners internationalize, acquire, innovate and expand their
products and services. Over the last twenty years, ArchiMed’s
leadership team has directly managed and invested in over eighty
small to large-size healthcare companies globally, representing
over €50 billion of combined value. ArchiMed manages over €5
billion across its various funds. Since inception, ArchiMed has
been a committed Impact investor, both directly and through its
Eurêka Foundation.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This communication includes forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements generally can
be identified by the use of words such as “anticipate,” “expect,”
“plan,” “should,” “could,” “may,” “will,” “believe,” “estimate,”
“forecast,” “goal,” “project,” and other words of similar meaning.
Forward-looking statements in this communication include, but are
not limited to, statements about the benefits and effects of the
transaction, the expected timing of the completion of the
transaction, the amounts to be received by shareholders. Each
forward-looking statement contained in this communication is
subject to risks and uncertainties that could cause actual results
to differ materially from those expressed or implied by such
statement. Applicable risks and uncertainties include, among
others, the risks related to Ukraine conflict or the COVID-19
pandemic on the global economy and financial markets, the
uncertainties relating to the impact of the Ukraine conflict or the
COVID-19 pandemic on Natus’s business, the uncertainties as to the
timing of the transaction; uncertainties as to whether Natus
shareholders will approve the transaction; the risk that competing
offers will be made; the possibility that various closing
conditions for the transaction may not be satisfied or waived,
including that a governmental entity may prohibit, delay or refuse
to grant approval for the consummation of the transaction, or the
terms of such approval; the effects of disruption from the
transaction making it more difficult to maintain relationships with
employees, customers, vendors and other business partners; the risk
that shareholder litigation in connection with the transaction may
result in significant costs of defense, indemnification and
liability; other business effects, including the effects of
industry, economic or political conditions outside of the parties’
control; operating costs and business disruption following
completion of the transaction, including adverse effects on
employee retention and on Natus’s business relationships with third
parties; transaction costs; and the risks identified under the
heading “Risk Factors” in Natus’s Annual Report on Form 10-K, filed
with the SEC on February 25, 2022, as well as Natus’s subsequent
Current Reports on Form 8-K and other information filed by Natus
with the SEC. Please consult these documents for a more complete
understanding of these risks and uncertainties. This list of
factors is not intended to be exhaustive. Such forward-looking
statements only speak as of the date of these materials, and Natus
assumes no obligation to update any written or oral forward-looking
statement made by Natus or on its behalf as a result of new
information, future events or other factors, except as required by
law.
Additional Information and Where to Find
It
This communication does not constitute an offer to
buy or sell or the solicitation of an offer to buy or sell any
securities or a solicitation of any vote or approval. This
communication relates to the proposed transaction involving Natus.
In connection with the proposed transaction, Natus plans to file
with the SEC a proxy statement on Schedule 14A (the “Proxy
Statement”). This communication is not a substitute for the Proxy
Statement or any other document that Natus may file with the SEC
and send to its shareholders in connection with the proposed
transaction. The proposed transaction will be submitted to Natus’s
shareholders for their consideration. Before making any voting
decision, Natus’s shareholders are urged to read all relevant
documents filed or to be filed with the SEC, including the Proxy
Statement, as well as any amendments or supplements to those
documents, when they become available, because they will contain
important information about Natus and the proposed transaction.
Natus’s shareholders will be able to obtain a free
copy of the Proxy Statement, as well as other filings containing
information about Natus, free of charge, at the SEC’s website
(www.sec.gov). Copies of the Proxy Statement and other documents
filed by Natus with the SEC may be obtained, without charge, by
contacting Natus through its www.natus.com under the heading
Investor Relations.
Participants in the
Solicitation
The Company, its directors, executive officers
and other persons related to Natus may be deemed to be participants
in the solicitation of proxies from Natus’s shareholders in
connection with the proposed transaction. Information about the
directors and executive officers of Natus and their ownership of
Natus common stock is set forth in Natus’s annual report on Form
10-K for the fiscal year ended December 31, 2021, which was filed
with the SEC on February 25, 2022 and in its proxy statement for
its 2021 annual meeting of stockholders, which was filed with the
SEC on April 28, 2021. Additional information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be included in the Proxy Statement and other relevant
materials to be filed with the SEC in connection with the proposed
transaction when they become available. Free copies of these
documents may be obtained as described in the preceding
paragraph.
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