Johnson & Johnson said Wednesday he had agreed to buy medical equipment manufacturer Synthes 21.3 billion in cash and in shares, in one of the largest transaction ever in the health care sector.
Johnson & Johnson is offer 159 Swiss francs ($ 181.30) a share of Synthes, an American Switzerland of the company which manufactures bone implants and surgical instruments and specializes in the treatment of trauma.
The bid is composed of 55.65 francs cash and Frank consisting of a value of common shares of Johnson & Johnson. It represents a premium of 22 percent in francs 130.60 that Synthes rated on 14 April, before the reports of the agreement first emerged.
"It's a pretty fair price," said Lisa, Clive Bedell, Sanford c. Bernstein analyst, in London. "For j. & it is much." Trauma is one of the few med-tech markets where they did not have a company among the three. ?
The two boards of directors were approved unanimously in the transaction and a group of shareholders led by Synthes founder and President, Hansj?rg Wyss, and other directors, are committed to vote their shares in support of the agreement, the companies said.
Mr. Wyss control 47% of Synthes, a game which will be a little more than 10 billion dollars when the transaction closes. In the Declaration of the companies, he was pleased to see his "professional life will continue as part of Johnson & Johnson.".
Its support for the agreement, combined with the size of its game, make it unlikely that the shareholders at a higher price would be able to block the bid.
Synthes will be merged with the unit of Johnson & Johnson DePuy companies to become the largest company of medical devices in the group, which specializes in orthopedics.
"Orthopaedics is a significant and growing $ 37 billion global market and represents a vector of growth for Johnson & Johnson," William c. Weldon, head of Johnson & Johnson, said in the statement.
This agreement, which will be Johnson & Johnson largest ever, should close in the first half of next year, pending the approval of regulatory agencies, in the United States and Europe and Synthes shareholders.
In the acquisition of Synthes, Johnson & Johnson will be combining the second and third companies for implants linked to the spine in the world, which could attract the attention of regulators and require a divestiture.
"Antitrust authorities watch this on a product by product line base line," said Ms. Clive. "It could happen that they let you this intact GB."
The agreement is set to have an "impact dilutive modestly" on the result by action Johnson & Johnson, the company said.
Johnson & Johnson hired Goldman Sachs as its financial advisor and Cravath, Swaine & Moore as a lawyer, while Synthes committed Credit Switzerland as Advisor and Shearman & Sterling as a lawyer.
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