Surmodics, Inc. (Nasdaq: SRDX), a provider of medical device and
in vitro diagnostic technologies to the healthcare industry, today
announced that it has entered into a definitive agreement to be
acquired by GTCR, a leading private equity firm with a long track
record of investment expertise across healthcare and healthcare
technology.
Under the terms of the agreement, affiliates of GTCR will
acquire all outstanding shares of Surmodics. Surmodics shareholders
will receive $43.00 per share in cash, for a total equity valuation
of approximately $627 million. The per-share acquisition price
represents a 41.1% premium to Surmodics’ 30-trading day
volume-weighted average closing price through May 28, 2024.
Surmodics’ Board of Directors has unanimously approved the
transaction and resolved to recommend that stockholders vote in
favor of the transaction.
“We are pleased to announce this transaction, which enables
Surmodics shareholders to realize immediate value creation with a
substantial premium, reflecting the significant progress and
important achievements made by our employees,” said Gary Maharaj,
President and CEO of Surmodics, Inc. “GTCR is an ideal partner for
Surmodics, given its extensive history and deep domain expertise in
the Healthcare sector, and I am confident that this transaction will
position the company to continue to deliver compelling benefits for
physicians, patients and customers going forward.”
“With its longstanding, blue chip customer relationships and a
rich history of developing medical technologies that deliver
enhanced performance and improved clinical outcomes, Surmodics is
well-positioned for attractive, long-term growth and value
creation,” said Sean Cunningham, Managing Director and Head of
Healthcare at GTCR. “We look forward to partnering with the
Surmodics team to continue to expand the company’s offering and
broaden its reach.”
The transaction is expected to close in the second half of
calendar year 2024, subject to customary closing conditions,
including approval by Surmodics shareholders and required
regulatory approval. It will be financed through a combination of
committed equity from funds affiliated with GTCR and committed debt
financing. Upon completion of the transaction, Surmodics will be a
privately held company and its common stock will no longer be
listed on The Nasdaq Stock Exchange.
Additional Information About This Transaction and Where to
Find It
In connection with the proposed transaction, Surmodics plans to
file relevant materials with the Securities and Exchange Commission
(the “SEC”), including a proxy statement on Schedule 14A. Following
the filing of the definitive proxy statement with the SEC,
Surmodics will mail the definitive proxy statement and a proxy card
to each shareholder entitled to vote at the special meeting
relating to the proposed transaction. These documents will contain
important information about Surmodics and the proposed transaction,
and investors should carefully read the proxy statement and any
other relevant documents that Surmodics files with the SEC when
they become available before making any voting decision. The proxy
statement, any other relevant documents, and all other materials
filed with the SEC concerning Surmodics will be available free of
charge via the SEC’s website
(https://www.sec.gov/edgar/searchedgar/companysearch) and the
Surmodics website (https://surmodics.gcs-web.com/sec-filings). In
addition, the proxy statement and other documents may be obtained
free of charge by directing a request to Surmodics, Inc., Investor
Relations, 9924 West 74th Street Eden Prairie, MN, 55344.
Advisors
Jefferies LLC served as financial advisor to Surmodics and
Faegre Drinker Biddle & Reath LLP provided legal counsel.
Kirkland & Ellis LLP and Cleary Gottlieb Steen & Hamilton
LLP provided legal counsel and Goldman Sachs & Co. LLC served
as financial advisor to GTCR.
No Offer or Solicitation; Participants in the
Solicitation
This communication does not constitute a solicitation of proxy,
an offer to purchase, or a solicitation of an offer to sell any
securities. Surmodics, its directors and executive officers are,
and certain employees may be, deemed to be participants in the
solicitation of proxies from shareholders in connection with the
proposed transaction. Information regarding the names of such
persons and their respective interests in the proposed transaction,
by securities holdings or otherwise, will be set forth in the
definitive proxy statement when it is filed with the SEC.
Additional information regarding these individuals is set forth in
Surmodics’ Annual Report on Form 10-K for the fiscal year ended
September 30, 2023, filed with the SEC on November 22, 2023, and
the definitive proxy statement for its 2024 Annual Meeting of
Shareholders, which was filed with the SEC on December 18, 2023. To
the extent Surmodics’ directors and executive officers or their
holdings of Surmodics securities have changed from the amounts
disclosed in those filings, to Surmodics’ knowledge, such changes
have been reflected on initial statements of beneficial ownership
on Form 3 or statements of change in ownership on Form 4 on file
with the SEC. These are (or, when filed, will be) available free of
charge via the SEC’s website
(https://www.sec.gov/edgar/searchedgar/companysearch) and the
Surmodics website (https://surmodics.gcs-web.com/sec-filings).
Safe Harbor for Forward-looking Statements
This communication contains “forward-looking statements” within
the meaning of the U.S. federal securities laws. Such statements
include statements concerning anticipated future events and
expectations that are not historical facts. All statements other
than statements of historical fact are statements that could be
deemed forward-looking statements. Actual results may vary
materially from those expressed or implied by forward-looking
statements based on a number of factors, including, without
limitation: (1) risks related to the consummation of the proposed
transaction, including the risks that (a) the proposed transaction
may not be consummated within the anticipated time period, or at
all, (b) the parties may fail to obtain shareholder approval of the
merger agreement, (c) the parties may fail to secure the
termination or expiration of any waiting period applicable under
the Hart-Scott-Rodino Act, (d) other conditions to the consummation
of the proposed transaction under the merger agreement may not be
satisfied, (e) all or part of GTCR’s financing may not become
available, and (f) the significant limitations on remedies
contained in the merger agreement may limit or entirely prevent
Surmodics from specifically enforcing GTCR’s obligations under the
merger agreement or recovering damages for any breach by GTCR; (2)
the effects that any termination of the merger agreement may have
on Surmodics or its business, including the risks that (a)
Surmodics’ stock price may decline significantly if the proposed
transaction is not completed, or (b) the merger agreement may be
terminated in circumstances requiring Surmodics to pay GTCR a
termination fee of $20,380,000; (3) the effects that the
announcement or pendency of the proposed transaction may have on
Surmodics and its business, including the risks that as a result
(a) Surmodics’ business, operating results or stock price may
suffer, (b) Surmodics’ current plans and operations may be
disrupted, (c) Surmodics’ ability to retain or recruit key
employees may be adversely affected, (d) Surmodics’ business
relationships (including, customers, franchisees and suppliers) may
be adversely affected, or (e) Surmodics’ management’s or employees’
attention may be diverted from other important matters; (4) the
effect of limitations that the merger agreement places on
Surmodics’ ability to operate its business, return capital to
shareholders or engage in alternative transactions; (5) the nature,
cost and outcome of pending and future litigation and other legal
proceedings, including any such proceedings related to the proposed
transaction and instituted against Surmodics and others; (6) the
risk that the proposed transaction and related transactions may
involve unexpected costs, liabilities or delays; (7) other
economic, business, competitive, legal, regulatory, and/or tax
factors; and (8) other factors described under the heading “Risk
Factors” in Part I, Item 1A of Surmodics’ Annual Report on Form
10-K for the fiscal year ended September 30, 2023, filed with the
SEC on November 22, 2023, as updated or supplemented by subsequent
reports that Surmodics has filed or files with the SEC. Potential
investors, shareholders and other readers are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date on which they are made. Neither GTCR nor
Surmodics assumes any obligation to publicly update any
forward-looking statement after it is made, whether as a result of
new information, future events or otherwise, except as required by
law.
About Surmodics, Inc.
Surmodics, Inc. is a leading provider of performance coating
technologies for intravascular medical devices and chemical and
biological components for in vitro diagnostic immunoassay tests and
microarrays. Surmodics also develops and commercializes highly
differentiated vascular intervention medical devices that are
designed to address unmet clinical needs and engineered to the most
demanding requirements. This key growth strategy leverages the
combination of the company’s expertise in proprietary surface
modification and drug-delivery coating technologies, along with its
device design, development and manufacturing capabilities. The
company’s mission is to improve the detection and treatment of
disease. Surmodics is headquartered in Eden Prairie, Minnesota. For
more information, visit www.surmodics.com. The content of
Surmodics’ website is not part of this press release or part of any
filings that the company makes with the SEC.
About GTCR
Founded in 1980, GTCR is a leading private equity firm that
pioneered The Leaders Strategy™ – finding and partnering with
management leaders in core domains to identify, acquire and build
market-leading companies through organic growth and strategic
acquisitions. GTCR is focused on investing in transformative growth
in companies in the Business & Consumer Services, Financial
Services & Technology, Healthcare and Technology, Media &
Telecommunications sectors. Since its inception, GTCR has invested
more than $25 billion in over 280 companies, and the firm currently
manages $40 billion in equity capital. GTCR is based in Chicago
with offices in New York and West Palm Beach. For more information,
please visit www.gtcr.com.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240529992714/en/
Surmodics Investor Inquiries: Jack Powell, Investor Relations
ir@surmodics.com
GTCR Media Contact: Andrew Johnson, Chief Marketing &
Communications Officer andrew.johnson@gtcr.com
SurModics (NASDAQ:SRDX)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
SurModics (NASDAQ:SRDX)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024