- Royal DSM offers to buy Kensey Nash for about $350 million in cash
- Deal is expected to expand DSM’s footprint in the regenerative medicine business
- Offer comes as DSM is revamping to become life sciences and materials business
Kensey Nash Agrees to Be Acquired by DSM for $38.50 per Share in Cash (press release)
Kensey Nash Corporation (Nasdaq: KNSY), today announced that it has entered into a definitive agreement with Royal DSM (DSM) (NYSE Euronext: DSM KON), under which DSM has agreed to acquire all of the common stock of Kensey Nash through a cash tender offer, followed by a merger with a subsidiary of DSM, for $38.50 per share in cash.
“We are very pleased to have entered into the merger agreement with DSM, as the transaction will deliver significant value to our stockholders. The price to be paid to our stockholders represents a premium of 33% over our closing price on May 2, 2012,” said Joe Kaufmann, President and Chief Executive Officer. “When completed, the transaction will also be a great event for our strategic partners, customers and employees. DSM is a global Life Sciences and Materials Sciences company with sales around euro 9 billion and 22,000 employees worldwide. Their presence in biomedical materials markets comes from a unique convergence between their expertise in Life Sciences and Materials Sciences. Our employees will benefit from the growth and expansion that DSM envisions will occur from this combination of capabilities and resources,” Mr. Kaufmann added.
Walter Maupay, Jr., Chairman of the Board said, “The Board of Directors unanimously concluded that this transaction is in the best interests of Kensey Nash and its stockholders. We believe this is a very positive outcome for our stockholders and maximizes the value of Kensey Nash’s regenerative medicine platforms.”
Under the terms of the merger agreement, DSM will in May commence an all-cash tender offer to acquire all of the outstanding shares of common stock of Kensey Nash for $38.50 per share. The tender offer is currently expected to be completed by the end of June 2012. The tender offer is subject to customary conditions, including the tender of a majority of the outstanding shares of Kensey Nash common stock on a fully diluted basis, and the expiration or termination of the Hart-Scott-Rodino Antitrust Improvements Act waiting period. Following the completion of the tender offer, DSM will acquire the remaining outstanding shares of Kensey Nash common stock through a second step merger, subject to customary conditions.
Kensey Nash’s Board of Directors has unanimously approved the tender offer and resolved to recommend that Kensey Nashstockholders tender their shares to DSM in the tender offer.
Jefferies & Company, Inc. acted as the exclusive financial advisor to Kensey Nash in connection with the transaction, and Katten Muchin Rosenman LLP is serving as legal counsel to Kensey Nash. Citi served as the financial advisor to DSM, and Cleary Gottlieb Steen & Hamilton LLP is serving as legal counsel to DSM.