(Source: Datamonitor)
Kimberly-Clark, a health and hygiene company, and I-Flow, a healthcare company, have announced a definitive agreement whereby I-Flow will be acquired in a cash tender offer for approximately $324 million on a fully diluted basis. The total transaction value, which is net of acquired cash and cash equivalents, is about $276 million.
I-Flow will operate as part of Kimberly-Clark Health Care, a global business segment of Kimberly-Clark, and a provider of infection control solutions, surgical solutions, and medical devices for pain management, respiratory and digestive health.
Under the terms of the agreement, Kimberly-Clark will commence a tender offer to purchase all outstanding shares of I-Flow at $12.65 per share. The tender offer price represents a 31% premium to I-Flow's most recent 60-day average share price and is conditioned on the tender of a majority of the outstanding shares of I-Flow's common stock, calculated on a fully diluted basis.
The boards of directors of both companies have unanimously approved the transaction. The transaction is expected to close in the fourth quarter of 2009, subject to customary closing conditions, including expiration of the waiting period under the Hart-Scott-Rodino Act and other foreign regulatory approvals.
Donald Earhart, chairman and CEO of I-Flow, said: "Combining forces with a global leader such as Kimberly-Clark Health Care will enable future growth, and provide a platform to more broadly deliver pain relief and surgical site care, which is important for patients, physicians and healthcare providers."
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