By Lisa Kerner
Charlotte, N.C., June 25 - SAES Getters SpA will acquire Memry Corp. for $2.51 per share in cash, it was announced on Wednesday.
Both companies' boards of directors unanimously approved the transaction valued at $77.7 million.
The per-share offer price is a 73% premium over Memry's closing price on June 23, according to a form 8-K filing with the Securities and Exchange Commission.
Approximately 40% of the acquisition will be funded through operating cash flow with the balance through a bank loan guaranteed by SAES Getters, it was reported in the filing.
A $3.5 million termination fee is included in the merger agreement.
Closing of the merger is expected to occur in September, after which Memry shares will be delisted from the American Stock Exchange.
Memry was advised by Covington Associates LLC.
"With the acquisition of Memry, a new leading player will now be competing in the shape memory alloy medical device market, which is strongly anti-cyclical compared with the ups and downs of the world economy," SAES Getters chief executive officer Massimo della Porta said in a news release included in the SEC filing.
"This will be an excellent complement to our traditional business, granting us the possibility of exploiting technical, scientific and operating synergies as well as leveraging our international network," della Porta added.
Milan-based SAES Getters specializes in a variety of scientific and industrial applications requiring stringent vacuum conditions or ultra-pure gases.
Memry provides design, engineering, development and manufacturing services primarily to the medical device industry using proprietary shape memory alloy and specialty polymer-extrusion technologies. The company is based in Bethel, Conn.
| Acquirer: | SAES Getters SpA
|
| Target: | Memry Corp.
|
| Announcement date: | June 25
|
| Transaction total: | $77.7 million
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| Price per share: | $2.51
|
| Termination fee: | $3.5 million
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| Expected closing: | September 2008
|
| Stock price of target: | Amex: MRY: $2.39 on June 24
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