お知らせ • Jan 07
ICU Medical, Inc. (NasdaqGS:ICUI) completed the acquisition of Smiths Medical, Inc. from Smiths Group plc (LSE:SMIN).
ICU Medical, Inc. (NasdaqGS:ICUI) entered into a binding share purchase agreement to acquire Smiths Medical, Inc. from Smiths Group plc (LSE:SMIN) for $2.8 billion on September 8, 2021. Under the terms, ICU Medical will pay $1.85 billion in cash, 2.5 million ICU Medical shares and an additional $0.1 billion contingent on Smiths retaining beneficial ownership of at least 1.25 million ICU Medical shares and the ICU Medical share price averaging $300 or more for any 30-day period during the first three years post-completion, or for any 45-day period in the fourth-year post completion. ICU Medical will also pay Smiths $250,000 of cash per day to compensate Smiths for the cash which is expected to be generated by Smiths Medical from January 1, 2022 until the ICU transaction closes. ICU Medical is expected to finance the acquisition of Smiths Medical, a business unit of Smiths Group, with a combination of cash on hand, new equity, and $1.7 billion of new term loans. In September 2021, ICU Medical, Inc. entered into a debt commitment letter with Wells Fargo Bank, National Association, Wells Fargo Securities, LLC and Barclays Bank PLC (the “committed parties”), pursuant to which, among other things, the committed parties will provide to us, at or near closing of the transaction, with senior secured credit facilities of up to $2 billion consisting of a term loan A facility of $850 million, a term loan B facility of $850 million and a revolving credit facility of $300 million. In October 2021, the debt commitment related to the term loan A and revolving credit facility was syndicated to a broader group of committed parties. As part of the syndication process, the size of the revolving credit facility was increased from $300 million to $500 million. Reverse break fee is set to $300 million, $200 million of which would be payable in cash with the balance of $100 million to be settled by the issuance of new ICU Medical shares to Smiths.
The transaction is subject to shareholders’ approval of Smiths Group, antitrust, necessary merger, and foreign direct investment clearances. Transaction is unanimously recommended by the Board of Directors of Smiths to be in the best interests of shareholders. Completion and receipt of the initial cash proceeds is expected in the first half calendar year 2022. The Board intends to balance the use of proceeds between investment in growth and a significant return of capital to shareholders. The retained net cash proceeds will be used to create a strong balance sheet to support investment in value creative growth opportunities. Proceeds from the transaction, including capital appreciation to date on the share portion of consideration, and an earnout that is well within reach, total close to $3 billion (£2.14bn), over 15x EBITDA.
Nick Harper, Harry Webster, Charlie Lytle and Jimmy Bastock of Goldman Sachs International, Richard Perelman, Charles Harman, James Mitford and Charles Oakes of J.P. Morgan Securities plc and Tim Shacklock, Dominic Lee, Tom Quinn and Jeremy Stamper of Gleacher Shacklock LLP acted as financial advisors for Smiths Group. White & Case LLP and Freshfields Bruckhaus Deringer LLP are acting as legal advisers to Smiths. Morgan Stanley acted as financial advisor to ICU Medical.
ICU Medical, Inc. (NasdaqGS:ICUI) completed the acquisition of Smiths Medical, Inc. from Smiths Group plc (LSE:SMIN) on January 6, 2022.