お知らせ • May 31
GTCR LLC entered into a definitive agreement to acquire Surmodics, Inc. (NasdaqGS:SRDX) for approximately $620 million.
GTCR LLC entered into a definitive agreement to acquire Surmodics, Inc. (NasdaqGS:SRDX) for approximately $620 million on May 28, 2024. Under the terms of the agreement, affiliates of GTCR will acquire all outstanding shares of Surmodics. Surmodics shareholders will receive $43.00 per share in cash, for a total equity valuation of approximately $627 million. Upon termination of the Merger Agreement under specified circumstances, Surmodics would be required to pay GTCR a termination fee of $20,380,000. Upon termination of the Merger Agreement under specified circumstances, generally relating to a failure of the Merger to be completed due to certain regulatory impediments, GTCR would be required to pay Surmodics a reverse termination fee of $50,170,000. In certain other circumstances, generally related to a failure by Parent to consummate the Merger when required to do so pursuant to the terms of the Merger Agreement, GTCR would be required to pay the Company a reverse termination fee of $47,030,000. The transaction will be financed through a combination of committed equity from funds affiliated with GTCR and committed debt financing. Parent has advised that it intends to finance the Merger and related expenses with a combination of (i) equity financing to be provided by funds affiliated with GTCR LLC (the “ GTCR Funds ”), which has agreed to capitalize GTCR with $287,300,000, subject to the terms and conditions set forth in an equity commitment letter entered into by the GTCR Funds and GTCR; and (ii) debt financing to be provided pursuant to a debt commitment letter among GTCR BC Purchaser, Inc., an affiliate of GTCR, and Oak Hill Advisors, L.P., Bank of Montreal, BMO Capital Markets Corp., Antares Capital LP, Brinley Partners, LP and Northwestern Mutual Investment Management Company, LLC (collectively, the “ Commitment Parties ”) pursuant to which the Commitment Parties have agreed to provide GTCR and its affiliates at the Closing with $450,000,000 of borrowings under committed borrowing facilities to finance the Merger and refinance certain existing indebtedness, including existing indebtedness of affiliates of the GTCR, subject to the terms and conditions set forth in such debt commitment letter. Upon completion of the transaction, Surmodics will be a privately held company and its common stock will no longer be listed on The Nasdaq Stock Exchange. The transaction is expected to close in the second half of calendar year 2024, subject to customary closing conditions, including approval by Surmodics shareholders, the approval of the Company’s shareholders, (2) the expiration or termination of any waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and required regulatory approval. Surmodics’ Board of Directors has unanimously approved the transaction and resolved to recommend that stockholders vote in favor of the transaction whereas the boards of directors of GTCR also approved the merger.
Jefferies LLC served as financial advisor and fairness opinion provider to Surmodics and Michael A. Stanchfield, Nicole Leimer and Brandon C. Mason of Faegre Drinker Biddle & Reath LLP provided legal counsel. Sanford E. Perl, Michael Weed, Christopher M. Thomas and Neil K. Vohra of Kirkland & Ellis LLP and Cleary Gottlieb Steen & Hamilton LLP provided legal counsel and Goldman Sachs & Co. LLC served as financial advisor to GTCR. Broadridge Corporate Issuer Solutions, Inc. is Transfer Agent for Surmodics.