Covidien has signed a definitive merger agreement to acquire all of the outstanding shares of ev3 for $22.50 per share in cash, for a total of $2.6 billion to expand its vascular and endovascular platforms.
Plymouth, Minn.-based ev3 develops technologies to treat peripheral vascular and neurovascular diseases, including peripheral angioplasty balloons, stents, plaque excision systems, embolic protection devices, liquid embolics, embolization coils, flow diversion, thrombectomy catheters and occlusion balloons.
The transaction, which will take the form of an all-cash tender offer by a wholly owned subsidiary of the Dublin-based Covidien, followed by a second-step merger, is subject to customary closing conditions, including receipt of certain regulatory approvals, and is expected to be completed by July 31.
The boards of directors of both companies already have unanimously approved the transaction. All of the directors and executive officers of ev3 have confirmed their intention to tender all shares held by them into the offer, and certain stockholders affiliated with Warburg, Pincus Equity Partners, holding approximately 24 percent of ev3’s outstanding common stock, have entered into agreements with Covidien to tender their shares.
Once the transaction has been completed, Covidien said it will report ev3 as part of its vascular products line in the medical devices business segment.
Covidien also revealed that it intends to finance the transaction through a combination of cash on hand, commercial paper and a committed bridge facility.