Intricon Corporation (NASDAQ: IIN), an
international joint development manufacturer engaged in designing,
developing, engineering, manufacturing, and packaging miniature
interventional, implantable and body-worn medical devices, today
announced that it has entered into a definitive agreement whereby
an affiliate of Altaris Capital Partners, LLC (collectively with
its affiliates, “Altaris”), an investment firm focused exclusively
on the healthcare industry, will acquire the company. Under the
terms of the agreement, Altaris will acquire all outstanding shares
of Intricon for $24.25 per share in a transaction that values
Intricon at an equity value of approximately $241 million. The
purchase price represents a meaningful premium of approximately 39%
to Intricon’s closing stock price on February 25, 2022.
“We are excited to enter into this transaction
with Altaris, which will deliver a compelling valuation to our
shareholders and enable us to accelerate the advancement of our
joint development manufacturing capabilities in micromedical
technology across a broad range of high growth markets,” said Scott
Longval, President and Chief Executive Officer. “Our team has done
an outstanding job of establishing Intricon as the partner of
choice for companies that are bringing truly advanced technology to
medical devices. As we enter the next chapter for our company, we
believe that Altaris is the ideal partner to help us further
advance our mission.”
Transaction Details
Under the terms of the agreement, Intricon
shareholders will receive $24.25 in cash for each share of Intricon
common stock they own. The transaction has fully committed
financing from funds affiliated with Altaris.
Intricon’s Board of Directors has unanimously
approved the merger agreement with Altaris and recommends that
Intricon shareholders approve the proposed merger and merger
agreement. Intricon expects to hold a Special Meeting of
Shareholders to consider and vote on the proposed merger and the
merger agreement as soon as practicable after the mailing of the
proxy statement to its shareholders. The transaction is expected to
close in the second quarter of 2022, subject to customary closing
conditions, including approval by Intricon shareholders and receipt
of regulatory approvals. Upon completion of the transaction,
Intricon will become a private company and Intricon shares will no
longer be listed on any public market.
Under the terms of the merger agreement,
Intricon may solicit superior proposals from third parties for a
period of 35 days continuing through April 3, 2022, and in certain
cases for a period of 45 days continuing through April 13, 2022. In
accordance with the merger agreement, Intricon’s Board of
Directors, with the assistance of its advisors, intends to solicit
superior proposals during this period. In addition, Intricon may,
at any time, subject to the provisions of the merger agreement,
respond to unsolicited proposals that are reasonably likely to
result in a superior proposal. Intricon will have the right to
terminate the merger agreement with Altaris to enter into a
superior proposal subject to the terms and conditions of such
agreement. There can be no assurance that the solicitation process
will result in a superior proposal or that any other transaction
will be approved or completed. Intricon does not intend to disclose
developments with respect to this solicitation process unless and
until its Board of Directors determines such disclosure is
appropriate or is otherwise required.
Transaction Advisors
Piper Sandler & Co. is serving as exclusive
financial advisor to Intricon and Blank Rome is acting as legal
counsel. Schiff Hardin LLP and Linklaters LLP are acting as legal
counsel to Altaris.
About Altaris Capital Partners, LLC
Altaris is a healthcare investment firm with an
exclusive focus on building companies that deliver value to the
healthcare system through innovation and efficiency. Altaris’
operating companies are addressing some of the most complex
problems in the healthcare industry, with the ultimate goal of
improving access and outcomes for patients. Since inception in
2003, Altaris has invested in more than 45 healthcare companies
that have contributed to advancements in the industry and generated
significant value appreciation for investors. Altaris is
headquartered in New York City and manages $6.0 billion of equity
capital. For more information, please visit www.altariscap.com.
About Intricon
CorporationIntricon is a Joint Development Manufacturer
that integrates components and assemblies to advance micro-medical
technology across a range of device platforms for global customers.
Intricon approaches each engagement with an all-in commitment,
working with customers every step of the way- from the earliest
idea stages to ongoing production - in order to advance program
performance and deliver results. With a focus on key device
platforms, Intricon helps advance clinical outcomes by always
looking ahead with proactive support and resources through
integration of its core competencies. Intricon has facilities in
the United States, Asia and Europe. The company's common stock
trades under the symbol "IIN" on the NASDAQ Global Market.
Forward-Looking
StatementsStatements made in this release that are not
historical facts or that include forward-looking terminology, are
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements are subject to numerous risks and uncertainties that are
difficult to predict and many of which are beyond the company’s
control, which could cause actual results to differ materially from
the results expressed or implied by the statements. These risks and
uncertainties include, but are not limited to: the failure to
obtain the required votes of Intricon’s shareholders; the timing to
consummate the proposed merger; the conditions to closing of the
proposed merger might not be satisfied or the closing of the
proposed merger otherwise does not occur; the occurrence of any
event, change or other circumstance that could give rise to the
termination of the merger agreement, including in circumstances
which would require Intricon to pay a termination fee;
unanticipated difficulties or expenditures relating to the proposed
merger; the risk that a regulatory approval that may be required to
consummate the proposed merger is not obtained or is obtained
subject to conditions that are not anticipated; the diversion of
management time on merger-related issues; expectations regarding
regulatory approval of the proposed merger; results of litigation,
settlements and investigations; actions by third parties, including
governmental agencies and including the response of customers,
service providers and business partners to the announcement of the
proposed merger; global economic or political conditions, including
the outbreak of escalation of hostilities; adverse industry
conditions; and other economic, business, or competitive factors.
These risks, uncertainties and other factors are detailed from time
to time in the company’s filings with the Securities and Exchange
Commission, including the company’s Annual Report on Form 10-K for
the year ended December 31, 2020 and the Quarterly Report on Form
10-Q for the quarter ended September 30, 2021. Intricon can give no
assurance that the expectations expressed or implied in the
forward-looking statements contained herein will be
attained. The forward-looking statements are made as of the
date of this communication, and Intricon disclaims any intent or
obligation to publicly update or revise any forward-looking
statements, regardless of whether new information becomes
available, future developments occur or otherwise. Readers are
cautioned not to place undue reliance on these forward-looking
statements that speak only as of the date hereof.
Additional Information and Where to Find
ItThis communication does not constitute an offer to sell
or the solicitation of an offer to buy the securities of Intricon
or the solicitation of any vote or approval. The proposed merger
and the merger agreement described above will be submitted to
Intricon’s shareholders for their consideration at a special
meeting of the shareholders. In connection therewith, Intricon
intends to file relevant materials with the SEC, including a
definitive proxy statement on Schedule 14A, which will be mailed or
otherwise disseminated to Intricon’s shareholders when it becomes
available. Intricon may also file other relevant documents with the
SEC regarding the proposed merger. SHAREHOLDERS ARE
ADVISED TO READ THE PROXY STATEMENT AND ANY OTHER DOCUMENTS FILED
OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED MERGER. Shareholders may obtain a free
copy of the definitive proxy statement and any amendments or
supplements thereto and other documents filed by Intricon, once
such documents are filed with the SEC, at the SEC's Web site at
http://www.sec.gov. The proxy statement and such other documents
may also be obtained for free from Intricon by directing such
request to Intricon at 1260 Red Fox Road, Arden Hills, Minnesota,
55112, Attention: Scott Longval, telephone: 651-636-9770.
Participants in the
SolicitationIntricon and its directors, executive officers
and other members of its management and employees may be deemed to
be participants in the solicitation of proxies from its
shareholders in connection with the proposed merger. A list of the
names of such directors and executive officers and information
concerning such participants’ ownership of Intricon’s common stock
is set forth in Intricon’s definitive proxy statement on Schedule
14A for the 2021 annual meeting of shareholders, filed with the SEC
on March 22, 2021, as modified or supplemented by any Form 3 or
Form 4 filed with the SEC since the date of such proxy statement,
and by Intricon’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2020, filed with the SEC on March 16, 2021.
Additional information about the direct or indirect interests, by
security holdings or otherwise, of those participants will be
included in the definitive proxy statement and other documents
filed with the SEC regarding the proposed merger, if and when they
become available. Free copies of these materials may be obtained as
described in the preceding paragraph.
Investor ContactLeigh
Salvoinvestorrelations@intricon.com
Intricon (NASDAQ:IIN)
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