NxStage Medical shareholders set to vote on sale to Fresenius

Those who own stock in dialysis machine maker NxStage Medical Inc. will have an opportunity on Oct. 27 to weigh in on a $2 billion buyout offer from Fresenius Medical Care. A majority vote from the shareholders is needed to approve the sale.

NxStage entered an agreement on Aug. 7 with Fresenius Medical Care Holdings Inc. to merge with the dialysis provider and manufacturer. NxStage would remain as a wholly-owned subsidiary of Fresenius, according to a proxy statement released by NxStage.

If shareholders approve the sale, they would receive $30 per share in cash. The payment represents a premium of approximately 30% over NxStage’s closing share price on Aug. 4, the last trading day prior to the public announcement of the merger. The cost to Fresenius, if the merger is approved, is approximately $2 billion.

NxStage Medical’s share price jumped $7 per share on Aug. 7 after the merger was announced. The price was at $27.58 on Sept. 26.

NxStage will also be asking shareholders to approve, on a “non-binding, advisory basis,” the compensation that may be paid or become payable to NxStage’s named executive officers in connection with the merger. According to the proxy, executives own 2.2% of the company’s common stock.

If the sale is approved, the company would be paying out more than $30 million to company executives in stock options and performance bonuses. NxStage founder and CEO Jeffrey Burbank, company president Joseph E. Turk, Jr., chief financial officer Matthew W. Towse, and general counsel Winifred L. Swan would receive the most money. Burbank would receive just over $14 million and Turk would receive $5.3 million in payments for company stock. Towse would receive $3.2 million and Swan $3 million. In addition, Burbank would receive a cash bonus up to $1.62 million based on company performance; Turk would receive up to $648,900, according to the proxy. - by Mark E. Neumann