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Shareholder agreement allows GE to vote 38.7% of Vital Signs' shares in favor of merger
By Lisa Kerner
Charlotte, N.C., Aug. 4 - General Electric Co. entered into a shareholder agreement giving it beneficial ownership of 4,972,070 shares, or 38.7%, of Vital Signs Inc. common stock.
Parties to the agreement will vote in favor of Vital Signs' merger with GE Healthcare, according to a schedule 13D filed with the Securities and Exchange Commission.
The number of shares included in the agreement may be increased by up to an additional 177,674 shares of Vital Signs common stock that may be acquired by one of the shareholders via stock options or decreased by up to 400,000 shares of Vital Signs common stock that may be transferred by two of the shareholders, the filing said.
On July 24, GE Healthcare and Vital Signs announced that they have entered into a definitive merger agreement for GE to acquire Vital Signs for $74.50 per share in cash.
The transaction values Vital Signs at about $860 million, net of Vital Signs' cash and investments as of March 31.
In addition to GE, the shareholder agreement includes Terry D. Wall; Carol Vance Wall; John Brown, as trustee of the 2005 Trust for the benefit of Stephen Wall and trustee of the 2005 Trust for the benefit of Douglas Wall; J.P. Morgan Trust Co. of Delaware, as trustee of the TW 2005 Trust; Monte Wall; Michele Fleischman; Douglas Wall; and Stephen Wall.
Based in Chalfont St. Giles, England, GE Healthcare is a unit of General Electric and provides medical technologies and services.
Totowa, N.J.-based Vital Signs designs, manufactures and markets primarily single-patient use medical products for the anesthesia and respiratory/critical-care markets.
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