Nipro Corporation Commences Cash Tender Offer To Acquire All Outstanding Shares Of Home Diagnostics, Inc. For $11.50 Per Share
Nipro Corporation (Tokyo Stock Exchange and Osaka Stock Exchange Ticker Code 8086), through its wholly-owned subsidiary Nippon Product Acquisition Corporation (the “Purchaser”), today commenced a cash tender offer to purchase all outstanding shares of Home Diagnostics, Inc. (NASDAQ: HDIX) pursuant to an Agreement and Plan of Merger among Nipro, the Purchaser and Home Diagnostics dated February 2, 2010 (the “Merger Agreement”).
Upon the successful completion of the tender offer, stockholders of Home Diagnostics will receive $11.50 in cash, without interest and less any required withholding taxes, for each share of Home Diagnostics common stock tendered in the offer. Following the successful completion of the offer, the Purchaser will be merged with and into Home Diagnostics, with Home Diagnostics continuing as the surviving corporation. As a result of the merger, Home Diagnostics will become a wholly-owned subsidiary of Nipro.
The board of directors of Home Diagnostics has unanimously approved the Merger Agreement and the transactions contemplated thereby and recommended that stockholders tender their shares to the Purchaser pursuant to the tender offer. The directors of Home Diagnostics have also entered into separate Stockholder Agreements with the Nipro and the Purchaser under which each director has agreed to tender all of his Home Diagnostics shares pursuant to the tender offer. The directors party to the Stockholders Agreements held an aggregate of approximately 15.33% of the outstanding Home Diagnostics shares as of February 2, 2010. In addition, Home Diagnostics has granted an option to the Purchaser, exercisable under certain circumstances, to purchase additional shares from Home Diagnostics if after the exercise of the option the Purchaser would own enough shares to effect a short-form merger without a vote of the Home Diagnostics’ stockholders pursuant to Delaware law.
Nipro today filed with the Securities and Exchange Commission a Tender Offer Statement on Schedule TO that provides the terms of the tender offer and explains the procedures by which stockholders may tender their shares and participate in the tender offer. Home Diagnostics has concurrently filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 that includes the recommendation of its board of directors that Home Diagnostics stockholders accept the tender offer and tender their shares to the Purchaser.
Select the service that is right for you!COMPARE ALL SERVICES
Jim Cramer and Stephanie Link actively manage a real portfolio and reveal their money management tactics while giving advanced notice before every trade.
- $2.5+ million portfolio
- Large-cap and dividend focus
- Intraday trade alerts from Cramer
- Weekly roundups
Jim Cramer's protege, David Peltier, identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.
- Diversified model portfolio of dividend stocks
- Alerts when market news affect the portfolio
- Bi-weekly updates with exact steps to take - BUY, HOLD, SELL
24/7 market commentary from Jim Cramer and 20+ veteran Wall Street gurus. Get access to the latest trading ideas on stocks, options, and ETFs as well as a real-time forum to see the pros exchanging their investment ideas.
- Jim Cramer + 20 Wall Street pros
- Intraday commentary & news
- Real-time trading forum
- Actionable trade ideas
All of Real Money, plus 15 more of Wall Street's sharpest minds delivering actionable trading ideas, a comprehensive look at the market, and fundamental and technical analysis.
- Real Money + Doug Kass + 15 more Wall Street Pros
- Intraday commentary & news
- Ultra-actionable trading ideas
Our options trading pros provide daily market commentary and over 100 monthly option trading ideas and strategies to help you become a well-seasoned trader.
- 100+ monthly options trading ideas
- Actionable options commentary & news
- Real-time trading community
- Options TV