Danaher Corporation offering Nobel Biocare to join its dental platform
• 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.
Contact information:
Süha Demokan
Investor & Corporate Relations
Tel: +41 43 211 42 30, +41 79 430 81 46
suha.demokan@nobelbiocare.com