Stryker announces definitive agreement to acquire NOVADAQ Technologies Inc.
19 June 2017 - 10:00PM
Kalamazoo, Michigan - June 19, 2017- Stryker
Corporation (NYSE:SYK) announced today a definitive agreement to
acquire NOVADAQ Technologies Inc. (NASDAQ:NVDQ;
TSX:NDQ) for US$11.75 per share, or US$701 million with a net
purchase price of US$654 million, reflecting net cash of
approximately US$47 million. NOVADAQ is a leading developer of
fluorescence imaging technology that provides surgeons with
visualization of blood flow in vessels, and related tissue
perfusion in cardiac, cardiovascular, gastrointestinal, plastic,
microsurgical, and reconstructive procedures. NOVADAQ was
founded in 2000 and is headquartered in Mississauga, Canada.
"This acquisition aligns with Stryker's focus on
enabling our customers to see and do more by enhancing
cross-specialty surgical visualization," stated Timothy J.
Scannell, Group President, MedSurg and NeuroTechnology. "NOVADAQ'S
unique innovative technology complements Stryker's advanced imaging
portfolio and expands our product offerings into open and plastic
reconstructive surgery. NOVADAQ'S innovative technology can reduce
post-procedure complication rates and the cost of care for a broad
variety of surgical treatments."
"This transformative transaction recognizes the
exceptional value we have built at NOVADAQ. Moreover, we believe it
creates a strong opportunity for NOVADAQ, its customers, partners,
shareholders, and employees," said Rick Mangat, President and Chief
Executive Officer of NOVADAQ. "I am proud of the impact our SPY and
PINPOINT technology has made throughout the world in breast
reconstruction and colorectal surgery, as well as other minimally
invasive applications, and look forward to the additional progress
we can make as part of Stryker's organization."
The transaction is structured as an arrangement
under the Canada Business Corporations Act, subject to customary
closing conditions, including approval by NOVADAQ'S shareholders
and the Ontario Superior Court of Justice, the expiration or
termination of the Hart-Scott-Rodino Antitrust Improvements Act
waiting period and clearance under the Competition Act (Canada).
The transaction is expected to close at the end of the third
quarter and is expected to be dilutive to Stryker's 2017 adjusted
net earnings per diluted share by $0.03 - $0.05. There is no change
to Stryker's 2017 estimated adjusted net earnings per diluted
share, which is in the range of $6.35 - $6.45. For 2018, this
transaction is expected to be neutral to Stryker's earnings and
accretive thereafter.
Covington & Burling LLP and Osler, Hoskin
& Harcourt LLP are serving as outside legal counsel for Stryker
in connection with this transaction.
Forward-looking
statements
This press release contains information that
includes or is based on forward-looking statements within the
meaning of the federal securities law that are subject to various
risks and uncertainties that could cause our actual results to
differ materially from those expressed or implied in such
statements. Such factors include, but are not limited to: weakening
of economic conditions that could adversely affect the level of
demand for our products; pricing pressures generally, including
cost-containment measures that could adversely affect the price of
or demand for our products; changes in foreign exchange markets;
legislative and regulatory actions; unanticipated issues arising in
connection with clinical studies and otherwise that affect U.S.
Food and Drug Administration approval of new products; potential
supply disruptions; changes in reimbursement levels from
third-party payors; a significant increase in product liability
claims; the ultimate total cost with respect to the Rejuvenate and
ABG II matter; the impact of investigative and legal proceedings
and compliance risks; resolution of tax audits; the impact of the
federal legislation to reform the United States healthcare system;
changes in financial markets; changes in the competitive
environment; our ability to integrate acquisitions, including the
acquisition of NOVADAQ; and our ability to realize anticipated cost
savings. Additional information concerning these and other factors
is contained in our filings with the U.S. Securities and Exchange
Commission, including our Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q.
Stryker is one of the world's leading medical
technology companies and, together with our customers, we are
driven to make healthcare better. The Company offers a diverse
array of innovative products and services in Orthopaedics,
Medical and Surgical, and Neurotechnology and Spine that help
improve patient and hospital outcomes. Stryker is active in
over 100 countries around the world. Please contact us for
more information at www.stryker.com.
Contacts
For investor inquiries please
contact:
Katherine A. Owen, Stryker Corporation, 269-385-2600 or
katherine.owen@stryker.com
For media inquiries please
contact:
Yin Becker, Stryker Corporation, 269-385-2600 or
yin.becker@stryker.com
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Stryker Corporation via Globenewswire
Stryker (NYSE:SYK)
Historical Stock Chart
From Apr 2024 to May 2024
Stryker (NYSE:SYK)
Historical Stock Chart
From May 2023 to May 2024