Natus Medical Incorporated (NASDAQ: NTUS), a provider of medical device solutions to screen, diagnose, and treat disorders including those related to hearing loss, announced that it has entered into a definitive agreement to be acquired by an affiliate of ArchiMed (“ArchiMed”), an investment firm focused exclusively on the healthcare industry for approximately $1.2 billion. Under the terms of the agreement, Natus shareholders will receive $33.50 in cash for each share of Natus common stock, representing a 29% premium to the closing price of the Company’s common stock on April 14, 2022.
In 2017, Natus finalized the purchase of Otometrics from GN for $145 million and consolidated its the Aurical, Madsen, and ICS brands into the Natus’ expansive special equipment offerings. Its products include testing equipment and software for newborn hearing, audiologic diagnostics, and comprehensive hearing testing and fitting, as well as audiometry, immittance, evoked potential, infant screening, video otoscopy, ENG/VNG, calorics, and balance platforms.
“The sale of Natus to ArchiMed will provide our shareholders with immediate and substantial cash value, as well as a compelling premium, and the Board has unanimously agreed that this transaction is in the best interests of our shareholders,” said Joshua H. Levine, Chairman of Natus.
“Our nearly 1,400 Natus Teammates remain committed to advance the standard of care and improve outcomes and quality of life for patients affected by disorders of the brain, neural pathways, and eight sensory nervous systems,” said Thomas J. Sullivan, President & Chief Executive Officer of Natus Medical, Incorporated. “ArchiMed’s mix of operational, medical, scientific, and financial expertise will help us continue our mission to serve our customers while delivering immediate value to shareholders.”
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Under the terms of the agreement, Natus shareholders will receive $33.50 in cash for each share of Natus common stock they own. The transaction has fully committed equity financing from funds affiliated with ArchiMed and fully committed debt financing, and there are no financing conditions associated with the transaction.
Natus’s Board of Directors has unanimously approved the merger agreement with ArchiMed and recommends that Natus’s shareholders adopt the merger agreement. In connection with the transaction, the Company will prepare a proxy statement to be filed with the Securities and Exchange Commission (“SEC”). Following any review by the SEC, a definitive proxy statement will be mailed to shareholders of Natus. Natus expects to hold a Special Meeting of Shareholders to consider and vote on the proposed merger and the merger agreement as soon as practicable after the mailing of the proxy statement. The transaction is expected to close in the third quarter of 2022, subject to customary closing conditions, including approval by Natus shareholders and receipt of regulatory approvals. Upon completion of the transaction, Natus will become a private company and Natus shares will no longer be listed on any public market.
Under the terms of the merger agreement, Natus may solicit proposals from third parties for a period of 30 days continuing through May 17, 2022, and in certain cases for a period of 35 days continuing through May 22, 2022. In addition, Natus may, at any time prior to receipt of shareholder approval, subject to the provisions of the merger agreement, respond to unsolicited proposals that constitute or would reasonably be expected to lead to a superior proposal. Natus will have the right to terminate the merger agreement with ArchiMed to enter into a superior proposal subject to the terms and conditions of such agreement, including payment of a customary termination fee. There can be no assurance that the solicitation process will result in a superior proposal or that any other transaction will be approved or completed. Natus does not intend to disclose developments with respect to this solicitation process unless and until its Board of Directors determines such disclosure is appropriate or is otherwise required.
Preliminary Financial Results
Revenue for the first quarter 2022 was $119.8 million, up 4.3% compared to $114.9 million in the first quarter 2021. During the first quarter of 2022, Natus incurred $3.4 million of extraordinary supply chain costs associated with acquiring semiconductors. The Company ended the quarter with $84 million in cash and no debt, up from $75.6 million at the beginning of the quarter. The Company will release its full 2022 first quarter financial results after the close of the market on Thursday, May 5. The previously announced conference call scheduled for Friday, May 6 at 8:00 AM Eastern Time (5:00 AM Pacific Time) will be cancelled.
Due to the announced transaction, the Company will no longer update financial guidance.
In connection with the transaction, Stifel is serving as a financial advisor to Natus, and Davis Polk & Wardwell LLP is serving as legal advisor to Natus.