Laborie Medical Technologies to acquire medical device company, Cogentix Medical for $239 million

MinneapolisTuesday, March 13, 2018, 17:00 Hrs  [IST]

Cogentix Medical, Inc., a global medical device company, has entered into a definitive merger agreement, under which Laborie Medical Technologies will acquire all of the outstanding shares of Cogentix Medical for a total consideration of approximately $239 million.

Under the terms of the definitive merger agreement, Laborie (through its wholly-owned subsidiaries LM US Parent, Inc. (Parent) and Camden Merger Sub, Inc. (Merger Sub) will commence a tender offer for all outstanding shares of Cogentix Medical common stock for $3.85 per share in cash. The offer of $3.85 per share in cash represents a premium of 28 per cent over the average closing price of Cogentix Medical common stock over the last thirty days. Cogentix Medical currently anticipates the transaction will close in the first half of the second quarter of 2018. Upon completion of the transaction, Cogentix Medical will become a wholly owned subsidiary of Laborie.    

"This transaction helps us achieve our vision of creating value for our investors, patients and physicians in the urology and gynecology markets," said Darin Hammers, president and CEO of Cogentix Medical. "Laborie has a track record of success in these markets and we believe that the addition of our urology and gynecology assets to their existing product lines will ensure that our products are available to the many patients and physicians who may benefit from them. We believe that this transaction is also a compelling financial opportunity that delivers significant value to our investors who have supported our evolution to becoming a valued player in the urology market."

Accelmed Growth Partners LP and Lewis Pell, who collectively beneficially own shares representing approximately 60% of Cogentix Medical's outstanding common stock, have entered into tender and support agreements in favor of Parent and Merger Sub, pursuant to which those stockholders, among other things, will agree to tender all of their shares of Cogentix Medical common stock beneficially owned by them to Merger Sub in response to the tender offer, as well as restrictive covenant agreements in favor of Parent and Merger Sub.

Under the terms of the merger agreement, following the successful completion of the tender offer, the transaction will be completed by a second-step merger in which all outstanding shares of Cogentix Medical common stock not tendered in the tender offer will be converted into the right to receive $3.85 per share of common stock, in cash.  

Closing of the tender offer and merger is subject to certain customary conditions, including the tender in the tender offer of more than 50 percent of all outstanding shares of Cogentix Medical common stock. The transaction is also subject to other customary closing conditions.

Laborie is a leading global developer, manufacturer and marketer of innovative medical technology and consumables used in gastrointestinal procedures and for the diagnosis and treatment of pelvic health in the urology, gynecology, and colorectal fields.