TORONTO and DUBLIN, Ohio, Oct. 25, 2011 /PRNewswire/ -- Futuremed Healthcare Products Corporation ("Futuremed") (TSX: FMD) and Cardinal Health Canada Inc. ("Cardinal Health Canada") announced today that they have entered into a support agreement pursuant to which Cardinal Health Canada has agreed to make a cash take-over bid (the "Offer") to acquire all of the outstanding shares of Futuremed for CAD $8.15 per share. Cardinal Health Canada is a wholly-owned subsidiary of Cardinal Health, Inc. ("Cardinal Health") (NYSE: CAH). The estimated value of the transaction is CAD $165 million.
The Board of Directors of Futuremed (the "Board"), after receiving the recommendation of a Special Committee of Independent Directors, a fairness opinion from CIBC World Markets Inc. and the advice of its other advisors, has unanimously determined that the Offer is in the best interests of Futuremed and recommends that shareholders tender their shares. In addition, certain senior officers and directors of Futuremed, who collectively own shares representing approximately 5% of Futuremed's issued and outstanding shares, have agreed to tender their shares to the Offer.
"This transaction provides an attractive value for our shareholders and positions Futuremed for accelerated growth as part of Cardinal Health, a global leader in the healthcare industry," said John McLaughlin, Chairman of the Board of Futuremed.
Raymond Stone, Futuremed's Chief Executive Officer, noted that "This transaction will enable us to move forward and provide our people with exciting new growth opportunities as part of a larger, more diverse organization, as well as offer our customers more choice with the same outstanding service levels.""We believe that the acquisition of Futuremed will enhance our capability to serve and deliver greater value to our Canadian patients across the continuum of care. Further, we expect to generate significant synergies as we build off our existing platforms and business partner relationships enabling more efficient offerings to our customers," said David Lees, President and CEO of Cardinal Health Canada. Offer Overview Details of the Offer will be made available through a formal take-over bid circular and directors' circular, which are expected to be mailed to all Futuremed shareholders in approximately two weeks. A copy of the take-over bid circular, directors' circular and supporting documents will also be available online following the mailing to shareholders under Futuremed's profile at www.sedar.com or on the Futuremed website at www.futuremed.ca. Futuremed shareholder inquiries regarding the transaction should be directed to Georgeson, Inc. the information agent for the Offer at 866-856-4733. The Offer is subject to a minimum of 66 2/3% of the outstanding common shares of Futuremed being deposited to the Offer. The transaction is also subject to receipt of certain regulatory approvals and other customary conditions. Terms of the support agreement include the payment of a CAD $4.6 million termination fee to Cardinal Health if the transaction does not proceed in certain circumstances. Pending satisfaction of the closing conditions, the Offer is expected to close by the first quarter of the 2012 calendar year. CIBC World Markets Inc. and JMP Securities LLC acted as financial advisors and Goodmans LLP acted as legal counsel to Futuremed on the transaction; Stikeman Elliott LLP acted as legal counsel to Cardinal Health and Cardinal Health Canada on the transaction.
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