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Zimmer Biomet to acquire Medtech
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Zimmer Biomet Holdings Inc. and Medtech SA announced that, following unanimous approval of both companies’ boards of directors, a wholly owned subsidiary of Zimmer Biomet has acquired 1,406,151 Medtech shares — which represent 58.77% of the outstanding share capital of Medtech — from Mr. Bertin Nahum, Newfund and certain other selling stockholders in a private transaction.
According to a company press release, the move also includes all the outstanding convertible bonds and warrants that were previously issued by Medtech to Ally Bridge Group.
The shares were acquired at a price of 50 euros per share. The convertible bonds were acquired at a price of 50.03 euros per convertible bond, and the warrants were acquired at a price of 17.17 euros per warrant.
According to the release, a wholly owned subsidiary of Zimmer Biomet will, as soon as possible and in accordance with French law, launch an all-cash simplified tender offer to acquire the remaining outstanding shares of the French medical technology company Medtech for the same price per share (50 euros). The draft documentation relating to the public offer will include the terms and conditions of the offer and will be subject to review by the Autorité des marchés financiers (AMF). The offer will only be opened after the AMF has granted its clearance. The tender offer would be followed by a squeeze out of minority shareholders if the conditions are met at the end of the offer. Ledouble has been appointed as independent expert pursuant to art. 261-1 I and II of the AMF General Regulation.
Related to the change in control of Medtech, the following members of the Medtech board of directors have resigned: Frank Yu, Fernand Badano and Eric Briole. The resulting vacancies on Medtech’s board of directors, as well as a fourth vacancy created earlier this year following the resignation of a representative of Newfund, have been filled by four representatives of Zimmer Biomet, according to the release.
Subject to the terms of the agreement between the parties, Zimmer Biomet intends to continue operations of Medtech at the current headquarters in Montpellier, France and also intends for this location to become a center of excellence for the purchaser’s robotic development activities. Zimmer Biomet intends, as noted in the release, that Bertin Nahum, current chief executive officer of Medtech, will lead the purchaser’s robotic development activities.
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