Leading provider of ART technologies to be combined with Cook Medical's ART portfolio.
BEVERLY, Massachusetts and TORONTO, 22 July 2024 â Hamilton Thorne Ltd (TSX: HTL) (âHamilton Thorneâ or the âCompanyâ), a leading provider of precision instruments, consumables, software, and services to the Assisted Reproductive Technologies (âARTâ), research, and cell biology space, has entered into a definitive arrangement agreement to be acquired by an acquisition vehicle (the âPurchaserâ) managed by Astorg, a leading private equity firm with extensive experience in global healthcare investments.
Under the terms of the agreement, Hamilton Thorne shareholders will receive C$2.25 in cash per share (the âTransaction Considerationâ), representing an enterprise value of approximately CAD$388 million (US$282 million) inclusive of debt. This transaction represents a premium of approximately 54% to the closing price on the Toronto Stock Exchange (âTSXâ) on 19 July 2024, the last trading day before the announcement, and approximately 62% to the 90-day volume-weighted average price (âVWAPâ) as of the same date.
The Hamilton Thorne board of directors, following a comprehensive review of alternatives and the recommendation of an independent special committee, unanimously determined that the transaction is in the best interests of the company and that the transaction consideration is fair from a financial perspective.
Simultaneously, the Purchaser has entered into a binding letter of intent to acquire the ART product portfolio of Cook Medical (âCook ARTâ), a leading provider of IVF consumables with a strong portfolio of brands. Astorg intends to combine Hamilton Thorne and Cook ART following the completion of the acquisition and the transaction.
Key Transaction Highlights
The Transaction Consideration represents a compelling premium to Hamilton Thorne shareholders.
The transaction provides immediate liquidity and value for shareholders.
Astorg's expertise in healthcare investments and their focus on growth and innovation will be valuable to Hamilton Thorne.
The combination of Hamilton Thorne and Cook ART will create a more comprehensive offering for doctors, embryologists, researchers, and patients.
David Wolf, Executive Chair of Hamilton Thorne, stated, "Hamilton Thorne believes this proposed transaction will provide significant and certain value at an attractive premium to our shareholders. Astorg, with a proven track record of investing in MedTech companies, will be a strong partner as we enter this next phase."
Dr. Kate Torchilin, Chief Executive Officer of Hamilton Thorne, said, "Since its inception, Hamilton Thorne has been dedicated to delivering high-quality, innovative, and reliable equipment and consumables. By partnering with Astorg and joining forces with Cook ART, we expect to be well-positioned to better serve doctors, embryologists, researchers, and patients globally."
Olivier Lieven and Tobias Nordblom, Managing Directors of Astorg, said, âWe are delighted to support Hamilton Thorneâs vision of transforming the global fertility industry. The achievements of the Hamilton Thorne team and the Companyâs reputation for quality and innovation are impressive. We look forward to leveraging our expertise in building healthcare businesses to bring Cook ART together with Hamilton Thorne to further enhance the effectiveness and accessibility of ART and IVF treatments.â
Transaction Details
The transaction will be implemented through a Canadian statutory plan of arrangement under the Business Corporations Act (Ontario). Astorg will acquire all outstanding shares of Hamilton Thorne, with each shareholder receiving the Transaction Consideration for each share held. Outstanding options and restricted share units will be cashed out or cancelled, respectively, based on their in-the-money value.
Daniel Thorne and FAX Capital Corp. (collectively, the âRollover Shareholdersâ) have agreed to roll over approximately 21.3 million shares (the âRollover Sharesâ) at an implied value per share equal to the Transaction Consideration and will acquire equity in the combined entity. FAX Capital has agreed to roll their entire existing position and also has an option to invest an additional US$10 million. Mr. Thorne has agreed to roll approximately 3.6 million shares, representing 18% of his shares.
Completion of the transaction is subject to customary matters, including:
Approval by a majority of the votes cast by Hamilton Thorne shareholders at a special meeting expected to be held in September 2024.
Court approval of the transaction.
Simultaneous completion of the acquisition of Cook ART, subject to certain exceptions.
Completion of all required regulatory approvals.
Additional details of the transaction will be described in the management information circular to be mailed to shareholders in connection with the special meeting.
The Arrangement Agreement contains customary terms and conditions, including non-solicitation provisions and a termination fee of CAD$13.5 million in certain circumstances.
A copy of the Arrangement Agreement is available on SEDAR+ at www.sedarplus.ca.
Upon closing of the transaction, Hamilton Thorne shares will be delisted from the TSX and the company will apply to cease to be a reporting issuer.
Recommendation of the Special Committee and the Board
The Special Committee, comprised of independent directors Feng Han, Karen Firestone, and Bruno Maruzzo, after receiving legal and financial advice, including fairness opinions from Piper Sandler & Co. and Stifel GMP, unanimously recommended that the board approve the Arrangement Agreement.
The Special Committee has determined, among other things, that the Transaction Consideration to be received by shareholders (other than the Interested Parties) is fair from a financial perspective.
The disinterested members of the board, including a representative of Special Situations Life Sciences Fund LP, have unanimously determined that:
The Transaction Consideration is fair from a financial perspective.
The transaction is in the best interests of the company.
The transaction and the entering into of the Arrangement Agreement are authorized and approved.
They recommend to shareholders (other than the Interested Parties) that they vote in favor of the resolution to approve the transaction at the special meeting.
Additional details regarding the recommendations of the Special Committee and the Board will be set out in the management information circular to be filed and mailed to shareholders in the coming weeks.
About Hamilton Thorne
Hamilton Thorne is a leading global provider of precision instruments, consumables, software, and services to the ART, research, and cell biology space. The company markets its products and services through its growing sales force and distributors worldwide.
About Astorg
Astorg is a leading pan-European private equity firm with over â¬22 billion of assets under management and an extensive track record in global healthcare investments. Astorg works with entrepreneurs and management teams to acquire market-leading global companies headquartered in Europe or the US.
Forward-Looking Statements
This press release contains forward-looking statements. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Factors that could cause actual results to differ materially from those described in the forward-looking statements include, but are not limited to:
The possibility that the transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all.
Risks related to the nature of the acquisition letter of intent, including the failure to enter into a definitive acquisition agreement.
The possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the transaction or the acquisition.
Risks relating to the abilities of the parties to satisfy conditions precedent to the transaction and the acquisition.
A third-party superior proposal materializing prior to the completion of the transaction.
Credit, market, currency, operational, liquidity, and funding risks generally and relating specifically to the transaction and the acquisition, including changes in economic conditions, interest rates, or tax rates.
Risks related to the company resulting from the combination of the company and Cook Medical's ART business in retaining existing customers and attracting new customers, retaining key personnel, executing on growth strategies, advancing its product line, and protecting its intellectual property rights and proprietary information.
Changes and trends in the companyâs industry and the global economy.
The identified risk factors included in the companyâs public disclosure.
The forward-looking statements in this press release reflect the current expectations, assumptions, judgments, and/or beliefs of the company based on information currently available to the company and are subject to change without notice.
Contact Information
Hamilton Thorne
Kate Torchilin, David Wolf
978-921-2050
IR@HamiltonThorne.ltd
Astorg
Samia Hadj
Shadj@Astorg.com