- Danaher Corporation ("Danaher") announces an all cash public tender offer for all publicly held registered shares of Nobel Biocare Holding AG (“Nobel Biocare”) for a price of CHF 17.10 per share.
- The offer represents a 7% premium to the current 60 day volume weighted average share price (“VWAP”) and a 28% premium to the undisturbed 60 day VWAP before the July 29, 2014, when Nobel Biocare confirmed early stage discussions with potential bidders.
- The offer represents an enterprise value of approximately CHF 2.0 billion.
- Compelling rationale: Danaher is committed to establishing Nobel Biocare as a cornerstone of its dental platform. With this acquisition, the Danaher dental platform will have a leading position in dental implants.
- Nobel Biocare will operate as a stand-alone company within Danaher’s dental platform, maintaining its own brand and identity.
- Danaher is committed to Nobel Biocare's production sites and its headquarters in Switzerland.
- Nobel Biocare's Board of Directors is recommending to its shareholders to accept the offer.
Nobel Biocare announced today that it has entered into a definitive transaction agreement with Danaher whereby Danaher, or one of its direct or indirect subsidiaries, will publish a public tender offer for all publicly held shares of Nobel Biocare, a world leader in the field of implant-based dental restorations. Danaher is committed to establish Nobel Biocare as a cornerstone of its dental platform. With the addition of Nobel Biocare, Danaher’s dental platform will be the largest consumable and equipment player in the dental industry, with sales approaching USD 3 billion. Dental implants alone is a USD 3.5 billion market with attractive long term growth drivers, including an aging population, growing income in high growth markets and low penetration rates of dental implants in most geographies. With this acquisition, the Danaher dental platform will have a leading position in dental; and Danaher plans to further invest in this area. Nobel Biocare will operate as a stand-alone company within Danaher's dental platform, maintaining its own brand and identity. Danaher is committed to Nobel Biocare's production sites and its headquarters in Switzerland.
Rolf Watter, Chairman of the Nobel Biocare Board of Directors commented: "The company announced in July that it had been approached by third parties with a potential interest in acquiring the company. The company retained a financial advisor to evaluate interest from potential acquirers. The Nobel Biocare Board of Directors has undertaken a careful review of the terms and conditions of the Danaher offer. We believe that the offer recognizes the strategic value of Nobel Biocare and delivers a considerable cash premium to our shareholders. We view Danaher as the ideal strategic partner for the sustainable development of Nobel Biocare. The Board has determined that Danaher’s offer is in the best interests of the company, our shareholders, employees, clients, suppliers and customers."
Henk van Duijnhoven, Senior Vice President of Danaher’s dental platform said: “The Danaher dental platform will continue to invest in a wide range of dental technologies and innovations to better serve our customers. Bringing Nobel Biocare's deep expertise in implant dentistry, digital prosthetics and software together with our extensive knowledge in 3D imaging, intraoral scanning and digital restorative solutions will further enable us to optimize and integrate workflows. This will lead to better clinical outcomes, shorter treatment times and fewer office visits to the benefit of patients and dental practitioners. This combination will further support our business strategy and position our dental business for future growth."
“Nobel Biocare's leadership team has done an outstanding job creating a strong platform for future growth over the last couple of years," van Duijnhoven added. "Our team is excited to work with the Nobel Biocare team to build on their efforts toward continued innovation, growth and business improvement. We look forward to welcoming all Nobel Biocare associates, customers and key opinion leaders to the Danaher dental team."
Richard Laube, CEO of Nobel Biocare, said: "The Nobel Biocare team is looking forward to working with Danaher as it offers the opportunity to significantly accelerate our growth and contribute to Danaher's leading dental platform.”
Nobel Biocare's Board of Directors has decided unanimously (with one member not participating) to recommend that Nobel Biocare's shareholders accept the offer. The pre-announcement of Danaher, which has been published today contains the main terms of the offer. Among other conditions, the offer is subject to the approval of the competition authorities and is subject to the condition that at least 67% of all Nobel Biocare shares are tendered. The pre-announcement and other offer documents of Danaher are available at www.danaher.com. The transaction agreement sets out Nobel Biocare’s and Danaher’s obligations with regard to Danaher's offer. A summary of the transaction agreement, including all the significant points, will form part of Danaher's offer prospectus, which should be published on or around October 1, 2014. The offer period is expected to start on or around October 16, 2014. The transaction is scheduled for completion by late 2014 or early 2015. The Board of Directors of Nobel Biocare has agreed to resign in case of the success of the public tender offer.
Goldman Sachs International acted as exclusive financial advisor to the Board of Directors of Nobel Biocare.
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Nobel Biocare (NOBN, SIX Swiss Exchange) is a world leader in the field of innovative implant-based dental restorations. The company’s portfolio offers solutions from single tooth to fully edentulous indications with dental implant systems (including key brands NobelActive®, Brånemark System® and NobelReplace®), a comprehensive range of high-precision individualized prosthetics and CAD/CAM systems (NobelProcera®), diagnostics, treatment planning and guided surgery solutions (NobelClinician™ and NobelGuide®) and biomaterials (creos™). Nobel Biocare supports its customers through all phases of professional development, offering world-class training and education along with practice support and patient information materials. The company is headquartered in Zurich, Switzerland, currently employs approximately 2,500 employees worldwide and recorded revenue of EUR 566.8 million in 2013. Production takes place at seven sites located in Canada, Israel, Japan, Sweden, and the United States. Products and services are available in over 80 countries through subsidiaries and distributors.
Danaher Corporation (NYSE: DHR) is a global science and technology innovator committed to helping its customers solve complex challenges and improving quality of life around the world. Its family of world class brands have unparalleled leadership positions in some of the most demanding and attractive industries, including health care, environmental and communications. The company’s globally diverse team of 66,000 associates is united by a common culture and operating system, the Danaher Business System. In 2013, Danaher generated $19.1 billion in revenue and its market capitalization exceeded $50 billion. For more information please visit www.danaher.com.
This media release contains forward-looking statements based on beliefs of Nobel Biocare’s management. When used in this media release, words such as “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan” and “project” are intended to identify forward-looking statements. They may involve risks and uncertainties, including technological advances in the medical field, product demand and market acceptance, the effect of economic conditions, the impact of competitive products and pricing, foreign currency exchange rates and other risks. These forward-looking statements reflect the views of Nobel Biocare as of the date made with respect to future events and are subject to risks and uncertainties. All of these forward-looking statements are based on estimates and assumptions made by management of the company and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results or experience could differ materially from the forward-looking statements. Nobel Biocare disclaims any intention or obligation to update these forward-looking statements.
The public tender offer (“Tender Offer” or “Offer”)will not be made, directly or indirectly, in any country or jurisdiction in which such Offer would be considered unlawful or otherwise violate any applicable laws or regulations, or which would require Danaher Corporation or any of its affi liates to change or amend the terms or conditions of the Offer in any way, to make any additional filing with any governmental or regulatory authority or take any additional action in relation to the Offer. It is not intended to extend the Offer to any such country or jurisdiction. Documents relating to the Offer must neither be distributed in any such country or jurisdiction nor be sent into such country or jurisdiction. Any such documents must not be used for the purpose of soliciting the purchase of any securities of Nobel Biocare by any person or entity resident or incorporated in any such country or jurisdiction.
Notice to U.S. Holders
The Offer will be made for the securities of Nobel Biocare, a Swiss company, and is subject to Swiss disclosure requirements, which are different from those of the United States (U.S.). U.S. holders of Nobel Biocare shares are encouraged to consult with their own Swiss advisors in connection with the Offer.
The receipt of cash pursuant to the Offer by a U.S. holder of Nobel Biocare shares may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other tax laws. Each shareholder of Nobel Biocare is urged to consult his independent professional adviser immediately regarding the tax consequences of acceptance of the Offer.
It may be difficult for U.S. holders to enforce their rights and any claim arising out of U.S. federal securities laws, since the ultimate offeror may be, and Nobel Biocare is, located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. U.S. holders may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment.
You should be aware that Danaher and any of its affiliates and any advisor, broker or financial institution acting as an agent or for the account or benefit of Danaher may, subject to applicable Swiss and U.S. securities laws, rules and regulations and pursuant to exemptive relief granted by the U.S. Securities and Exchange Commission from Rule 14e-5 under the Securities Exchange Act of 1934, as amended, make certain purchases of, or arrangements to purchase, Nobel Biocare shares from shareholders of Nobel Biocare who are willing to sell their Nobel Biocare shares outside the Offer from time to time, including purchases in the open market at prevailing prices or in private transactions at negotiated prices. Danaher or its respective affiliate will disclose promptly any information regarding such purchases of Nobel Biocare shares in Switzerland and the United States through the electronic media, if and to the extent required under applicable laws, rules and regulations in Switzerland.
Communication about the Offer is directed only at persons in the U.K. who (i) have professional experience in matters relating to investments, (ii) are persons falling within article 49(2)(a) to (d) («high net worth companies, unincorporated associations, etc.») of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as «relevant persons»). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.
Australia and Japan
The Offer will not be addressed to shareholders of Nobel Biocare whose place of residence, seat or habitual abode is in Australia or Japan, and such shareholders may not accept the Offer.
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. Shareholders of Nobel Biocare are urged to read the offer documents, which are available at www.danaher.com.
Nobel Biocare is a world leader in the field of innovative implant-based dental restorations. The company’s portfolio offers solutions from single tooth to fully edentulous indications with dental implant systems (including key brands NobelActive®, Brånemark System® and NobelReplace®), a comprehensive range of high-precision individualized prosthetics and CAD/CAM systems (NobelProcera®), diagnostics, treatment planning and guided surgery solutions (NobelClinician® and DTX Studio™) and biomaterials (creos™). Nobel Biocare supports its customers through all phases of professional development, offering world-class training and education along with practice support and patient information materials. The company is headquartered in Zurich, Switzerland. Production takes place at six sites located in the United States, Sweden, Japan and Israel. Products and services are available in over 80 countries through subsidiaries and distributors.