By Lisa Kerner
Charlotte, N.C., Jan. 28 - Inverness Medical Innovations, Inc. agreed to acquire all outstanding shares of common stock of Matria Healthcare, Inc. in a cash and stock deal valued at $1.18 billion, including $280 million of Matria debt.
Matria stockholders will receive $39.00 per share, payable as $6.50 in cash plus $32.50 in convertible preferred stock of Inverness. The preferred stock is convertible at $69.32, a 30% premium over the prior five-day closing average price of Inverness shares.
The merger is slated to close during the second quarter, subject to Matria shareholder approval.
"We view the acquisition of Matria as an important part of our overall health management growth strategy," Inverness chief executive officer Ron Zwanziger stated in a company news release.
"In addition to Matria's substantial position in the disease management, productivity enhancement and informatics markets, Matria brings specialized expertise in women's health which will complement our rapid diagnostics in that area," Zwanziger added.
Inverness plans to consolidate Matria with its recently acquired Alere and Paradigm businesses. The combined organization will focus on the health management market.
In addition, Inverness is exploring a 50/50 joint venture for its health management business with unaffiliated financial investors.
In December, Inverness announced plans to continue its current pace for acquiring companies, which is about one acquisition per month.
As previously reported, Inverness' acquisition criteria require that all acquisitions have visible value beyond five years, have revenue growth that is above industry standards within about one year of being acquired and be cash accretive to earnings per share within 90 days.
Inverness was advised by UBS Investment Bank and Covington Associates, LLC, while Matria was advised by the Maren Group, LLC.
Inverness is a Waltham, Mass., diagnostic device company.
Matria provides health enhancement, disease management and high-risk pregnancy management programs and services. The company is located in Marietta, Ga.
| Acquirer: | Inverness Medical Innovations, Inc.
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| Target: | Matria Healthcare, Inc.
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| Announcement date: | Jan. 28
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| Transaction total: | $1.18 billion
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| Price per share: | $39.00 per share, payable as $6.50 in cash plus $32.50 in convertible preferred stock of Inverness
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| Expected closing: | Second quarter of 2008
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| Stock price for acquirer: | Amex: IMA: $52.23 on Jan. 25
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| Stock price of target: | Nasdaq: MATR: $30.69 on Jan. 25
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