The specialty pharmaceutical company, Valeant Pharmaceuticals International, Inc., has agreed to acquire Synergetics USA, Inc., a supplier of precision surgical devices. The deal provides Valeant with instruments and devices to complement its Bausch + Lomb’s product portfolio. Bausch + Lomb produces soft contact lenses and lens care products. Valeant acquired Bausch + Lomb in 2013.

Under the agreement, Valeant is commencing a tender offer to acquire all outstanding shares of Synergetics’ common stock for $6.50 per share in cash plus one contingent value right entitling the stockholder to receive up to $1.00 per share if specified sales thresholds for Synergetics are achieved following the closing. The details of the contingent cash consideration payments are as follows: $0.50 per share in cash payable upon sales of the company’s ophthalmology products achieving $55 million on a trailing four calendar quarter basis prior to June 30, 2018; and $0.50 per share in cash payable upon sales of the company’s ophthalmology products achieving $65 million on a trailing four calendar quarter basis prior to June 30, 2018, with a pro-rata portion payable for net sales above $55 million but less than $65 million.

Following the successful completion of the tender offer, Valeant will acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price and with the obligation to make the same contingent cash consideration payments as are made to stockholders tendering their shares in the tender offer. The tender offer and withdrawal rights are expected to expire at 12:00 midnight, New York City time on the 20th business day after the launch of the tender offer, unless extended in accordance with the merger agreement and the applicable rules and regulations of the US Securities and Exchange Commission.

The consummation of the tender offer is subject to various conditions, including a minimum tender of a majority of outstanding Synergetics’ shares on a fully-diluted basis, the expiration or termination of any applicable waiting periods under applicable competition laws, and other customary conditions. The board of directors of Synergetics unanimously approved the transaction.

Synergetics’ product lines focus upon precision engineered, disposable and reusable devices, procedural kits, and the delivery of various energy modalities for the performance of less invasive surgery including: (i) laser energy, (ii) ultrasonic energy, (iii) radio frequency for electrosurgery and lesion generation and (iv) visible light energy for illumination, and where applicable, simultaneous infusion (irrigation) of fluids into the operative field.

Source: Valeant Pharmaceuticals