The merger agreement permits Home Diagnostics ™ board, under certain circumstances prior to the completion of the Offer, to enter into discussions and negotiations and furnish information to third parties who submit to Home Diagnostics unsolicited acquisition proposals which Home Diagnostics ™ board of directors determines to be reasonably likely to lead to a superior offer and, thereafter, to terminate the transaction with Nipro and enter into a definitive agreement providing for a superior offer, subject to Nipro ™s right to match or improve the terms of any such superior offer and further subject to the payment to Nipro of a $6,500,000 termination fee or reimbursement of certain of Nipro ™s out of pocket expenses in other circumstances.
Joseph Capper, President and CEO of Home Diagnostics, said, First and foremost, we are pleased to announce this transaction which provides a substantial current cash premium to our stockholders. We believe this transaction is also beneficial to our customers and suppliers because it greatly enhances Home Diagnostics ™ capabilities by expanding our product offering and aligning our business with a global healthcare company.
The parties expect the tender offer to commence on or about February 10, 2010. The tender offer will remain open for 20 business days from commencement, subject to extension under certain circumstances as required by applicable law and the terms of the merger agreement. Subject to the satisfaction of the conditions to the tender offer, the offer is expected to be consummated prior to the end of the first quarter of 2010.
With respect to the transactions, Raymond James Financial, Inc. is acting as financial advisor to Home Diagnostics; Satterlee Stephens Burke & Burke LLP is acting as legal advisor to Home Diagnostics; and Greenberg Traurig, LLP is acting as special M&A counsel to Home Diagnostics. Baker & McKenzie LLP is acting as legal advisor to Nipro Corporation.
SOURCE Home Diagnostics, Inc.