TA Associates Management, L.P. cancelled the acquisition of Smiths Medical, Inc from Smiths Group plc.
September 07, 2021
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TA Associates Management, L.P. entered into an agreement to acquire Smiths Medical, Inc from Smiths Group plc (LSE:SMIN) for an enterprise value of $2.3 billion on August 2, 2021. TA Associates Management, L.P. agreed to acquire Smiths Medical, Inc from Smiths Group plc (LSE:SMIN) for an enterprise value of $2.3 billion on September 8, 2021.Under the terms, The Proposed Transaction values Smiths Medical at an enterprise value of $2.3 billion, plus an additional $0.2 billion contingent on future performance of Smiths Medical. The consideration on completion of the Proposed Transaction comprises: Expected net cash proceeds to Smiths of $1.8 billion; and Ordinary shares, preferred shares and an A share in TA Associates, together equivalent to 30% of the share capital of TA Associates on completion of the Proposed Transaction representing a reinvestment of $0.2 billion. Transaction is subject to approval by Smiths' shareholders and receipt of other customary regulatory approvals. The Proposed Transaction is unanimously recommended by the Board to be in the best interests of shareholders. Completion and receipt of the initial cash proceeds are expected by the end of calendar year 2021. Transaction will be used to support investments in growth and enable a significant return of capital to shareholders. Harry Webster, Nick Harper, Charlie Lytle and Jimmy Bastock of Goldman Sachs, Richard Perelman, Charles Harman, James Mitford and Charles Oakes of JP Morgan Cazenove Tim Shacklock, Dominic Lee, Tom Quinn and Jeremy Stamper acted as financial advisors for Smiths Group. Gregory Pryor, Suni Sreepada, Guy Potel, Richard Jones, Lindsey Canning, Peita Menon, Colin Harley and Marc Israel, George Paul , Alexandre Jaurett and Paul Harrington of White & Case LLP and Freshfields Bruckhaus Deringer LLP are acting as legal advisers to Smiths. Arvin Abraham, om Whelan, Linda Zeman, James Ross, Philip Corser, Jilali Maazouz, Heather Bethancourt and Paul McGrath of McDermott Will & Emery acted as legal advisor for TA Associates.
TA Associates Management, L.P. cancelled the acquisition of Smiths Medical, Inc from Smiths Group plc (LSE:SMIN) on September 8, 2021. The deal termination is attributable to superior offer for Smith Medical received from ICU Medical, Inc.
Smiths Group plc is an industrial group organized around 4 product families:
- industrial equipment (35.5% of net sales; John Crane): mechanical linings, auxiliary sealing systems for pumps and compressors, bearings, power transmission couplings, etc.;
- detection equipment (26.5%; Smiths Detection): for detecting and identifying explosives, weapons, chemical and biological agents, etc.;
- tubular and thermal systems (25.3%; Flex-Tek);
- electric and electronic interconnection equipment (12.7%; Smiths Interconnect): primarily for the defense, telecom and transportation sectors.
Net sales are distributed geographically as follows: Europe (18.5%), the Americas (54%), Asia/Pacific (16.2%) and other (11.3%).