ZOLL Medical Corp, an Asahi Kasei company, will acquire all outstanding ordinary shares of sleep diagnostics company Itamar Medical Ltd for a total value of approximately $538 million.
Itamar Medical is focused on the development and commercialization of noninvasive medical devices and solutions to aid in the diagnosis of respiratory sleep disorders. The company pioneered the WatchPAT Home Sleep Apnea Device. Itamar has a focus on helping patients with cardiovascular comorbidities.
“ZOLL Medical is committed to improving outcomes for underserved patients suffering from serious cardiopulmonary conditions,” says Jon Rennert, CEO of ZOLL Medical, in a release. “It is currently estimated that 60% of cardiovascular patients suffer from some form of sleep apnea, and the majority of these patients go undiagnosed. The combination of ZOLL Medical and Itamar Medical will help more patients receive diagnosis and treatment for sleep-disordered breathing. We look forward to helping strengthen the collaboration between the worlds of cardiology and sleep medicine.”
Gilad Glick, president and CEO of Itamar Medical, says in a release, “We are excited to join forces with ZOLL Medical, a leader in addressing the needs of cardiologists and their patients. The integration of Itamar’s WatchPAT technology and Digital Health solution for sleep apnea with ZOLL Medical’s commercial footprint will accelerate our mission of advancing home sleep medicine to benefit the population of undiagnosed and untreated patients.”
“We believe the transaction is in the best interest of Itamar’s various stakeholders,” says Shy Basson, Itamar’s chief financial officer, in a release.
In April 2021, ZOLL Medical acquired Respicardia, maker of the remedē System for central sleep apnea.
Under the terms of the agreement, which has been unanimously approved by the boards of directors of ZOLL Medical and Itamar, ZOLL Medical will acquire all outstanding ordinary shares of Itamar Medical for $31 per American Depository Share (ADS), or $1.03 (equivalent to approximately NIS 3.31) per ordinary share, in cash. The offer of $31 per ADS in cash represents a premium of 50.2% over the price of Itamar Medical’s ADS on the Nasdaq Stock Market on Sept 10, 2021.
ZOLL Medical’s acquisition of Itamar Medical is subject to approval by the shareholders of Itamar Medical, regulatory approvals, and other customary closing conditions. Assuming typical regulatory and shareholder approval timeframes, the parties currently expect the transaction to close by the end of 2021.
Once the acquisition is completed, it is expected that Itamar Medical’s principal operations will continue at its current location in Caesarea, Israel, including its R&D and digital health technology centers, as well as the production center.
Goldman Sachs & Co. LLC is acting as financial advisor to ZOLL Medical, and Cooley LLP and Gornitzky & Co. serve as legal advisors to ZOLL Medical. Piper Sandler & Co. is acting as financial advisor to Itamar Medical, and Latham & Watkins LLP, and Goldfarb Seligman & Co are acting as its legal advisors.