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Analogic Corporation, a provider of leading-edge healthcare and security solutions, and Altaris Capital Partners, LLC, a leading private investment firm with expertise in Analogic’s end markets, announced that the Company and an affiliate of Altaris Capital Partners (together with certain affiliated entities, “Altaris”) have entered into a merger agreement under which Analogic will be acquired by Altaris for $84.00 per share in cash, or approximately $1.1 billion on a fully diluted basis. The transaction and the merger agreement were unanimously approved by Analogic’s Board of Directors, and the Board unanimously recommends that Analogic’s stockholders vote in favor of the transaction.
“The Board has always sought to maximize stockholder value,” said Bernard Bailey, chairman of the Analogic Board of Directors. “Given the increasingly competitive markets that we serve, we have been focused on the need to achieve greater scale in order to generate sustained profitable growth. As a result, the Board initiated a review of strategic alternatives available to Analogic. This 10-month, comprehensive process resulted in today’s transaction with Altaris that provides stockholders with immediate, substantial, and certain cash value. The Board strongly believes that a transaction with a buyer with strategic assets like Altaris provides maximum value for and is in the best interest of Analogic stockholders.”
Comprehensive, Public Strategic Review Process
The transaction follows a comprehensive strategic review process that was publicly announced by the Company on June 6, 2017. In September, the Company announced that it had engaged Citi as its financial advisor and had initiated a sale process. In October, the Company’s Board of Directors formed a Strategic Alternatives Committee of three independent directors to lead the process. The process involved direct outreach to potential financial and strategic buyers as well as responses to inbound expressions of interest. The Company was ultimately in contact with 75 parties, both domestically and internationally.
Bailey added, “Analogic’s three business units present a range of business models and investment needs, each of which is subject to its own market conditions. In light of these factors, the Board considered the long-term positioning of Analogic in each of its markets. Analogic’s growth outlook requires continued strategic investment into new channels to market, which involves risk, especially given the pace of change in its served markets.”
The Strategic Alternatives Committee and Board considered a comprehensive range of alternatives, including the sale of the entire company, separating the Company’s three business units, and the continued short- and long-term operation of the Company on a stand-alone basis. The process culminated with the Board’s determination that the Altaris transaction presents the best combination of certainty and value for stockholders.
The transaction represents a 25% premium to the Company’s closing share price of $67.45 on June 7, 2017, the day after the Company reported quarterly earnings for the third quarter of fiscal 2017 and announced the launch of the strategic review process. On June 6, 2017, the last trading day prior to this announcement, Analogic’s stock price closed at $74.60.
Over the last 15 years, Altaris has made 34 investments and has deep experience in the manufacturing and marketing of medical devices, imaging technologies and diagnostic equipment. Analogic will represent Altaris’ 17th company to design and manufacture high-value, FDA-regulated medical products.
“Altaris has a broad portfolio of businesses with strong technology and domain expertise in Analogic’s end markets,” said Fred Parks, president and chief executive officer of Analogic. “Altaris is well positioned to enhance Analogic’s ability to deliver innovative product technology and service offerings to our customers.”
“Analogic has a rich history of developing advanced technologies that have enabled innovation in medical imaging and security screening,” said George Aitken-Davies, co-founder and managing director of Altaris. “We look forward to building on this heritage and continuing to provide technology-driven imaging solutions and world-class service to the industry.”
The transaction is expected to close in mid-2018 and is subject to approval by Analogic stockholders, regulatory approval and other customary closing conditions. Upon the completion of the transaction, Analogic will become a privately held company and shares of Analogic’s common stock will no longer be listed on any public market.
Citigroup Global Markets Inc. is serving as financial advisor to Analogic, and Wilmer Cutler Pickering Hale and Dorr LLP is serving as legal counsel to Analogic. Schiff Hardin LLP is serving as legal counsel to Altaris.
For Further Information
More on the medical imaging device market in the U.S. can be found in a report series published by iData Research entitled the U.S. Market Report Suite for Medical Imaging Devices. The suite covers reports on the following markets: X-Ray imaging, MRI, breast imaging, CT imaging, ultrasound equipment, nuclear medicine imaging, and contrast agents and injectors.
Reports also provide a comprehensive analysis including units sold, procedure numbers, market value, forecasts, as well as detailed competitive market shares and analysis of major players’ success strategies in each market and segment. To find out more about medical imaging device market data or procedure data, register online or email us at [email protected] for a U.S. Market Report Suite for Medical Imaging Devices brochure and synopsis.