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Bayer HealthCare affiliate MEDRAD, Inc., Warrendale, PA and Possis Medical, Inc., Minneapolis, MN, (Nasdaq: POSS), announced today that they have entered into a definitive merger agreement pursuant to which MEDRAD will acquire Possis Medical in a cash tender offer for US-Dollar 19.50 per share, or a total equity value of approximately US-Dollar 361 million. The offer price represents a premium of approximately 39 percent over Possis Medical's average closing price for the thirty days prior to February 8, 2008. The board of directors of Possis Medical has unanimously approved the transaction and resolved to recommend the offer to their shareholders.
The transaction is structured as a tender offer, which the parties have agreed to commence within the next ten business days followed by a merger. Both the tender offer and the merger are subject to terms and conditions detailed in the merger agreement, including the tender of not less than two-thirds of the outstanding shares of Possis Medical on a fully-diluted basis and customary regulatory clearances. The tender offer is not subject to a financing contingency. The tender is to be followed by a second-step merger in which any untendered Possis Medical shares would be converted into the right to receive the same price per share as shareholders who tendered in the cash tender offer. The tender offer is expected to close in the first quarter of 2008.
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The transaction is structured as a tender offer, which the parties have agreed to commence within the next ten business days followed by a merger. Both the tender offer and the merger are subject to terms and conditions detailed in the merger agreement, including the tender of not less than two-thirds of the outstanding shares of Possis Medical on a fully-diluted basis and customary regulatory clearances. The tender offer is not subject to a financing contingency. The tender is to be followed by a second-step merger in which any untendered Possis Medical shares would be converted into the right to receive the same price per share as shareholders who tendered in the cash tender offer. The tender offer is expected to close in the first quarter of 2008.
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