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Medical equipment industry

American Medical Systems Holdings, Inc. to Acquire Laserscope

Strategic Insights

— 1 min read

American Medical Systems Holdings, Inc., a Delaware corporation, has agreed to acquire Laserscope, a California corporation, in a cash tender offer valued at $31.00 per share. The acquisition, which is subject to certain conditions, is expected to result in Laserscope becoming an indirect wholly owned subsidiary of American Medical Systems Holdings, Inc.

Key Takeaways:

  • The cash tender offer will be executed by Merger Sub, a subsidiary of American Medical Systems Holdings, Inc., and will require the tender of at least 90% of Laserscope's fully diluted shares to be completed.
  • The offer price of $31.00 per share represents a premium of approximately 48% over Laserscope's average closing price over the past 30 days.
  • The Merger Agreement includes customary representations, warranties, and covenants, as well as provisions related to the acquisition of a superior proposal and the payment of a termination fee.
  • Laserscope has entered into Shareholder Agreements with its directors and officers, which include agreements to tender shares, vote in favor of the merger, and refrain from transferring shares prior to consummation of the merger.
  • The acquisition is subject to certain other conditions, including the receipt of regulatory approvals and the satisfaction of conditions related to the Top-Up Option and the Revised Minimum Condition.

Statistics:

  • Tender offer price: $31.00 per share
  • Total value of the acquisition: approximately $1.5 billion
  • Number of shares required for completion: at least 90% of fully diluted shares
  • Average closing price of Laserscope over the past 30 days: $20.86
  • Premium over average closing price: approximately 48%
  • Number of directors and officers participating in Shareholder Agreements: approximately 3.6% of outstanding shares
  • Date of Merger Agreement: June 3, 2006

Sources:

  • American Medical Systems Holdings, Inc. Form 8-K, Item 1.01 (June 5, 2006)
  • Laserscope Form 8-K, Item 1.01 (June 5, 2006)
  • Joint Press Release issued by American Medical Systems Holdings, Inc. and Laserscope, dated June 5, 2006
  • Comtex SmarTrend(SM) Alert for AMMD (April 11, 2006)
  • Comtex SmarTrend(SM) Alert for LSCP (May 1, 2006)

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