New York, NY (Vocus) February 19, 2010
The international law firm, Greenberg Traurig, LLP, announced that on February 2, 2010 its client Home Diagnostics, Inc., a Delaware corporation (HDI), entered into a definitive merger agreement with Nipro Corporation (Tokyo Stock Exchange and Osaka Stock Exchange Ticker Code: 8086), a global manufacturer and distributor of medical devices, pharmaceutical products and medical and glass products headquartered in Osaka, Japan.
Greenberg Traurig is serving as special public M&A counsel to HDI and the Board in the transaction. Under the terms of the merger agreement, Nipro will acquire all outstanding shares of HDI common stock for a cash purchase price of $11.50 per share, or aggregate transaction consideration of approximately $215 million.
The two-step acquisition is being effected by means of a first-step, cash tender offer which was commenced by a wholly-owned subsidiary of Nipro on February 10, 2009 for all of the outstanding shares of HDI common stock, at $11.50 net per share in cash, followed by a second-step merger in which all untendered HDI shares will be acquired at the $11.50 per share tender offer price. To more expeditiously facilitate consummation of the transaction, HDI has granted Nipro a “top-up” option, exercisable by Nipro, in certain circumstances after consummation of the tender offer, to enable Nipro to acquire all untendered shares in a short-form, second step merger.
The transaction has been approved by Nipro and the board of directors of HDI, and HDI’s board has recommended that all stockholders accept and tender their shares in the tender offer. Certain stockholders, owning in the aggregate approximately 15% of HDI’s outstanding common stock, have agreed with Nipro to tender their shares in the tender offer and vote their shares for adoption of the merger agreement to the extent such adoption is required under applicable law. Subject to the satisfaction of customary conditions to the tender offer, the offer is expected to be consummated during the first quarter of 2010.
About Greenberg Traurig, LLP
Greenberg Traurig, LLP is an international, full-service law firm with approximately 1775 attorneys serving clients from more than 30 offices in the United States, Europe and Asia. In the U.S., the firm has more offices than any other among the Top 20 on The National Law Journal’s 2008 NLJ 250. In the U.K., the firm operates as Greenberg Traurig Maher LLP. Additionally, Greenberg Traurig has strategic alliances with the following independent law firms: Studio Santa Maria in Milan and Rome, TA Lawyers GKJ in Tokyo, and Weber Law Office in Zürich. The firm was Chambers and Partners' USA Law Firm of the Year in 2007 and among the Top 3 in the International Law Firm of the Year at the 2009 The Lawyer Awards. For additional information, please visit http://www.gtlaw.com.
Contact Person: Joey Kaiser
Firm: Greenberg Traurig
Telephone Number: (212) 801-6983
Email Address: kaiserj(at)gtlaw(dot)com
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