By Lisa Kerner
Charlotte, N.C., May 14 - Cardinal Health, Inc. announced a definitive agreement to acquire Viasys Healthcare Inc. for $1.5 billion, including debt, in a $42.75-per-share cash tender offer.
The price per share will increase using a formula based on $0.007027 per day if the tender offer is not completed within 45 days of the merger agreement.
Both companies' boards of directors have approved the two-step merger agreement. Following the tender offer, holders of the outstanding shares of Viasys common stock not purchased in the tender offer will receive the same per-share price paid in the tender offer, in cash, without interest.
Viasys will become a wholly owned subsidiary of Cardinal Health once the transaction closes this summer.
Cardinal Health said there would be no changes to its current share repurchase plans. The company expects to complete the repurchase of $3.1 billion in shares by the end of September with net proceeds from the divestiture of its pharmaceutical technologies and services segment, the release stated.
"Viasys is a perfect strategic fit with our mission to help providers make health care safer and offers immediate revenue and earnings opportunities in key geographies worldwide," Cardinal Health chief executive officer R. Kerry Clark said in a company news release.
"With a strong platform and excellent momentum in our Clinical and Medical Products businesses, we think the timing is ideal to broaden our offering. We have developed a process through our recent acquisitions - particularly Alaris - that will serve as a model for the rapid integration and realization of synergies with the Viasys acquisition."
Viasys is a research-based medical technology company based in Conshohocken, Pa.
Cardinal Health is a Dublin, Ohio, medical and surgical products company.
| Acquirer: | Cardinal Health, Inc.
|
| Target: | Viasys Healthcare Inc.
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| Transaction value: | $1.5 billion
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| Price per share: | $42.75
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| Announcement date: | May 14
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| Expected closing: | Summer 2007
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| Stock price for target: | NYSE: VAS: $31.55 on May 11
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