Medicalgorithmics has signed a letter of intent with an unnamed Nasdaq-listed US medical technology company for the acquisition of all its shares for at least US$67m, the Warsaw-listed company said on 19 October.
Deal terms and financing
Consideration would be paid mainly in the buyer's common stock, with cash only for fractional shares, dissenting shareholders or withholding tax. Shares issued would not exceed 49% of the buyer's existing voting power. The deal could take the form of a tender or exchange offer, a share exchange or a merger. Medicalgorithmics plans to raise at least €10m of equity before or alongside a definitive agreement, which could lift the consideration, subject to a cap.
Regulatory approvals and timing
The letter is non-binding apart from a 30-day exclusivity period and provisions on costs, confidentiality and communications. A deal requires due diligence, a definitive agreement and corporate, regulatory and stock exchange approvals.
Market context
The letter was signed on 17 October. Medicalgorithmics shares closed at PLN25.15 on 16 October, according to Bankier.pl.
