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news.Inverness Medical Innovations and Matria Healthcare have entered into a definitive agreement, pursuant to which Inverness will acquire all outstanding shares of common stock of Matria for $39 per share, payable $6.50 in cash plus $32.50 in convertible preferred stock of Inverness or, at the election of Inverness, in cash.
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The convertible preferred stock will be issued in a tax- deferred transaction and provides for a three percent dividend. The total transaction consideration will be approximately $1.18 billion, consisting of approximately $900 million to acquire the Matria shares of common stock and assumption of approximately $280 million of Matria’s indebtedness outstanding. The proposed transaction will take the form of an indirect acquisition through a merger of a newly formed, wholly-owned subsidiary of Inverness with and into Matria. The merger is conditioned upon approval by Matria’s shareholders as well as the satisfaction of regulatory and other customary conditions and is expected to close during the second quarter of 2008.
Inverness intends to consolidate Matria with the recently acquired Alere and Paradigm businesses to form a combined organization that focuses on the large and rapidly growing health management market opportunity. This acquisition is expected to further Inverness’s approach of bringing its proprietary diagnostic products into the home.
Ron Zwanziger, CEO of Inverness, said: “Coupled with Alere’s market leadership position in cardiac disease, the addition of Matria provides Inverness with health and disease management market leading positions in women’s health, oncology and cardiology, three critical areas of strategic focus for Inverness.”