ROCHESTER Medical Corporation, developer and supplier of silicone urinary incontinence and urine drainage products, has entered into a definitive merger agreement with C. R. Bard, Inc., maker and marketer of vascular, urology, oncology and surgical specialty products. at a price of US$20 per share, or approximately US$262 million in the aggregate. The Rochester Medical Board of Directors unanimously approved the agreement and will recommend that the Company’s shareholders approve the transaction.
Under the merger agreement, Rochester Medical shareholders will receive US$20 in cash for each share that they hold at the closing of the merger, representing a 37% premium over the Company’s average closing price during the 90 trading days ended September 3, 2013. The acquisition is subject to certain closing conditions specified in the definitive agreement, including regulatory approvals and the approval of Rochester Medical’s shareholders. The transaction is expected to close in the fourth calendar quarter of 2013.
“Our agreement with Bard represents an attractive valuation for Rochester Medical shareholders, and as an all cash offer, provides liquidity for shareholders,” said Anthony J. Conway, Rochester Medical CEO and President. “We believe the merger represents a great opportunity for the combined companies to create a broad product portfolio by offering a more comprehensive range of high-quality urological and continence care products to our customers.”
Piper Jaffray & Co. served as exclusive financial advisor to Rochester Medical and provided a fairness opinion to the Company’s Board of Directors. Dorsey and Whitney LLP served as counsel to Rochester Medical.