Savaria has entered into an agreement with Span-America Medical Systems, pursuant to which Savaria will acquire Span-America by way of an all-cash tender offer of US$29.00 per share, for a total transaction consideration of approximately $80.2m.
The terms and conditions of the Transaction were unanimously approved by the boards of directors of each of Savaria and Span-America.
In addition, directors and officers of Span-America controlling collectively 15.9% of Span-America's total shares outstanding, have agreed to tender their shares to the Transaction.
Founded in 1970 and based in Greenville, South Carolina, Span-America manufactures and markets a comprehensive offering of therapeutic support surfaces and pressure management products for the medical market.
Through its wholly owned subsidiary Span Medical Products Canada Inc. ("Span-Canada"), based in Beamsville, Ontario, it also manufactures and markets medical beds as well as related in-room furnishing products for the long-term care market. Span-America also supplies custom foam and packaging products to the consumer and industrial markets.
In the most recently completed trailing twelve months ("TTM") ended December 31, 2016, Span-America recorded net sales of US$61.4 million (or C$83.8 million) and earnings before interest, taxes, depreciation and amortization ("EBITDA") of US$7.1 million (or C$9.7 million).
"This acquisition delivers three key benefits that will help Savaria achieve its long-term strategic growth objectives. Firstly, it adds a complementary product line to our accessibility portfolio. Secondly, it provides Savaria with a new distribution channel into the institutional and government markets, which will complement our existing dealer network and Silver Cross retail outlets.
“Finally, it increases our presence in the US, allowing us to be closer to 50% of our current business. We are excited to announce this pivotal acquisition, and will eagerly welcome Span-America employees to the Savaria family," said Marcel Bourassa, Chairman, President and Chief Executive Officer of Savaria.
Mr. Bourassa further commented, "The acquisition of Span-America provides Savaria with much greater scale while advancing our strategic plan of attaining C$500 million in revenue within five years. In addition, the financing commitment will enable Savaria to maintain a strong balance sheet with the financial flexibility to pursue additional acquisition opportunities as they may arise."
Under the terms of the Transaction, Span-America stockholders will receive US$29.00 in cash per share. This represents a premium of 33% to Span-America's closing share price on NASDAQ on April 28, 2017, the last full trading day prior to the announcement date of the Transaction, and also a premium of 33% to Span-America's 20-day volume weighted average price, calculated as at April 28, 2017.
The Transaction is subject to customary closing conditions, including the deposit into the tender offer to be made by Savaria of at least two-thirds of Span-America's shares, on a fully diluted basis.
Following the successful completion of the tender offer, Savaria will acquire any remaining shares not tendered through a second-step merger pursuant to which Span-America stockholders will receive the same price per share as that payable under the offer. The transaction is expected to close in the second quarter of 2017.