Smiths Agrees To Sell Smiths Medical To ICU Medical On Superior Deal Terms

(RTTNews) - Smiths Group plc (SMIN.L) announced Wednesday that it has agreed the sale of medical devices supplier Smiths Medical to ICU Medical, Inc. (ICUI) on terms that are superior to the previously announced transaction entered into with TA Associates.

The ICU Transaction values Smiths Medical at an enterprise value of $2.7 billion, plus an additional $0.1 billion contingent on the future share price performance of the enlarged ICU Medical business.

After deduction of debt and other liabilities, the equity value of the ICU Transaction is $2.4 billion, around $0.4 billion higher than under the TA Transaction.

The ICU offer carries future material upside through both participation in ICU Medical equity and a $0.1 billion 'earnout'.

The Smiths board has withdrawn its recommendation of the TA Transaction.

Smiths expects to receive initial net cash proceeds on completion of the ICU Transaction of $1.85 billion, equivalent to 1.34 billion pounds, about $50 million more than under the TA Transaction.

In addition to the initial net cash proceeds, Smiths will also receive 2.5 million new ICU Medical shares, worth $0.5 billion at ICU Medical's closing share price on September 7 of $205.98. This is equivalent to around 10 percent of the fully diluted enlarged ICU Medical share capital.

Completion and receipt of the initial cash proceeds is expected in the first half calendar year 2022, subject to approval by Smiths' shareholders and customary regulatory approvals.