Laborie Medical Technologies Inc has agreed to buy Cogentix Medical Inc (Nasdaq: CGNT), a Minnetonka, Minnesota-based urology-focused medical device company, for about US$239 million. The acquisition, expected to close in Q2 2018, will see Cogentix become a subsidiary of Laborie, a Toronto-based maker of medical diagnostics and devices for the pelvic health and gastroenterology market. Accelmed Growth Partners and Lewis Pell, which together own a 60 percent interest in Cogentix, have agreed to support the deal. Laborie was in 2016 acquired by Patricia Industries, an investment arm of Sweden’s Investor AB, from Audax Private Equity.
Cogentix Medical Enters Definitive Merger Agreement to be Acquired by Laborie Medical Technologies for a Purchase Price of $3.85 Per Share in Cash
MINNEAPOLIS, March 12, 2018 /PRNewswire/ — Cogentix Medical, Inc. (NASDAQ: CGNT), announced today that it has entered into a definitive merger agreement, under which Laborie Medical Technologies (LABORIE) will acquire all of the outstanding shares of Cogentix Medical for a total consideration of approximately $239 million. Under the terms of the definitive merger agreement, LABORIE (through its wholly-owned subsidiaries LM US Parent, Inc. (Parent) and Camden Merger Sub, Inc. (Merger Sub) will commence a tender offer for all outstanding shares of Cogentix Medical common stock for $3.85 per share in cash. The offer of $3.85 per share in cash represents a premium of 28 percent over the average closing price of Cogentix Medical common stock over the last thirty days. Cogentix Medical currently anticipates the transaction will close in the first half of the second quarter of 2018. Upon completion of the transaction, Cogentix Medical will become a wholly owned subsidiary of LABORIE.
“This transaction helps us achieve our vision of creating value for our investors, patients and physicians in the urology and gynecology markets,” said Darin Hammers, President and CEO of Cogentix Medical. “LABORIE has a track record of success in these markets and we believe that the addition of our urology and gynecology assets to their existing product lines will ensure that our products are available to the many patients and physicians who may benefit from them. We believe that this transaction is also a compelling financial opportunity that delivers significant value to our investors who have supported our evolution to becoming a valued player in the urology market.”
Accelmed Growth Partners LP and Mr. Lewis Pell, who collectively beneficially own shares representing approximately 60% of Cogentix Medical’s outstanding common stock, have entered into tender and support agreements in favor of Parent and Merger Sub, pursuant to which those stockholders, among other things, will agree to tender all of their shares of Cogentix Medical common stock beneficially owned by them to Merger Sub in response to the tender offer, as well as restrictive covenant agreements in favor of Parent and Merger Sub.
Under the terms of the merger agreement, following the successful completion of the tender offer, the transaction will be completed by a second-step merger in which all outstanding shares of Cogentix Medical common stock not tendered in the tender offer will be converted into the right to receive $3.85 per share of common stock, in cash.
Closing of the tender offer and merger is subject to certain customary conditions, including the tender in the tender offer of more than 50 percent of all outstanding shares of Cogentix Medical common stock. The transaction is also subject to other customary closing conditions.
For further information regarding certain terms and conditions contained in the definitive merger agreement, please see Cogentix Medical’s Current Report on Form 8-K, which will be filed in connection with this transaction.
Cogentix Medical Fourth Quarter and Full Year 2017 Results
Cogentix Medical will no longer issue a press release on its fourth quarter and full year 2017 results, nor will it host a conference call that was scheduled for today at 4:30pm ET to discuss 2017 financial results. The company plans to file its annual report on Form 10-K with the U.S. Securities and Exchange Commission by March 30, 2018.
LABORIE is a leading global developer, manufacturer and marketer of innovative medical technology and consumables used in gastrointestinal procedures and for the diagnosis and treatment of pelvic health in the Urology, Gynecology, and Colorectal fields.
LABORIE is owned by Patricia Industries – a part of Investor AB – and is a long-term owner that invests in companies and works to develop each company to its full potential.
About Cogentix Medical
Cogentix Medical, Inc., is a global medical device company. We design, develop, manufacture and market products for flexible endoscopy with our unique PrimeSight™ product lines featuring a streamlined visualization system and proprietary sterile disposable microbial barrier providing users with efficient and cost-effective endoscope turnover while enhancing patient safety. We also commercialize the Urgent® PC Neuromodulation System, an FDA-cleared device that delivers Percutaneous Tibial Nerve Stimulation (PTNS) for the office-based treatment of overactive bladder (OAB). OAB is a chronic condition that affects approximately 42 million U.S. adults. The symptoms include urinary urgency, frequency and urge incontinence. We also offer Macroplastique®, an injectable urethral bulking agent for the treatment of adult female stress urinary incontinence primarily due to intrinsic sphincter deficiency. Cogentix, a portfolio company of Accelmed Growth Partners LP, is headquartered in Minnetonka, Minnesota, with additional operations in New York, Massachusetts, The Netherlands and the United Kingdom. For more information on Cogentix Medical and our products, please visit us at www.cogentixmedical.com. ‘CGNT-G’
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Cogentix Medical, Inc.
Brett Reynolds, SVP and CFO
Photo courtesy of Laborie Medical Technologies Inc