Gambro, the listed Swedish medical technology company, is the target of a public tender offer with a total value of SKr38.257bn (US$4.9bn) in cash from Indap, a bid vehicle indirectly owned by buyout firms EQT (51%) and Investor (49%).
Gambro’s shareholders are being invited to tender their shares to Indap for the consideration of SKr111 in cash per share. The offer price is subject to adjustment should Gambro pay any dividend or make any other distribution prior to the settlement of the offer. If Gambro’s annual general meeting decides upon a dividend of SKr1.30 per share as proposed by its board of directors, the adjusted offer price would be SKr109.70 per share.
According to the press release, the acceptance period is expected to run from April 7 2006 to May 10 2006. The offer is conditional, among other matters, upon more than 90% of the total number of shares in Gambro being tendered. Investor currently is the largest owner in Gambro, with 19.9% of the shares and 26.3% of the votes at the announcement of the offer.
The offer price represents a premium of 30.5% to the average share price of SKr85 per share for the three months ending March 31 2006. Compared with the closing price of SKr93 per Series A share on March 31 (the last trading day before the announcement of the offer), the offer price represents a premium of 19.4%.
The board of directors of Gambro has allowed limited confirmatory due diligence prior to the announcement of the offer since it considered that the possible offer was of interest for a decision by the shareholders. The board of directors recommends Gambro’s shareholders to accept the offer.
Carnegie Investment Bank and Lazard Freres & Co have delivered fairness opinions to the board of directors of Gambro to the effect that the offer is fair, from a financial point of view, to the shareholders of Gambro.
SEB Enskilda and Goldman Sachs International are acting as financial advisers to Indap and Morgan Stanley as financial adviser to Investor in connection with the offer.