Covidien is an Ireland-based developer, manufacturer, and seller of healthcare products. PMI is a US-based manufacturer of endomechanical surgical instruments.
The tender offer expired on September 4, 2009. At that time, a total of 5,210,583 shares of PMI had been validly tendered and not withdrawn, representing approximately 87% of the outstanding PMI common shares. An additional 247,765 shares, or approximately 1.4% of the outstanding PMI shares, had been tendered pursuant to notices of guaranteed delivery.
Pursuant to the terms of the agreement, Covidien Delaware has exercised its option to purchase newly issued shares from PMI at the tender offer price. This permitted Covidien Delaware to acquire sufficient shares to effect a short-form merger with and into PMI, which then became a wholly-owned subsidiary of Covidien.
Announcement (July 29, 2009):
Covidien, through its subsidiary, has reached a definitive agreement to acquire the entire share capital of PMI for $2.08 per share in a cash tender offer. The transaction is valued at approximately $64 million, including the assumption of debt.
The Board of Directors of Covidien and PMI have approved the transaction. Following completion, PMI will be part of Covidien's Endomechanical product line in the Medical Devices segment. The transaction is expected to close by September 25, 2009.
Vida Communication, Inc. is acting as PR advisor and Jefferies & Company, Inc. is acting as financial advisor to PMI.
Deal Value (US$ Million) 65 Deal Type Acquisition Sub-Category 100% Acquisition Deal Status Completed: 2009-09-08
Deal Participants
Target (Company) Power Medical Interventions, Inc. Acquirer (Company) Covidien plc (formerly Covidien, Ltd.)
Deal Rationale
The transaction would enable Covidien to expand its stapling product line and is consistent with the company's strategy to deliver innovative healthcare solutions that enable advanced surgical care.

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