29th May 2015 10:44
LONDON (Alliance News) - Synergy Health PLC and STERIS Corp said Friday they intend to contest the US Federal Trade Commission's attempt to block STERIS's proposed USD1.9 billion cash and share takeover of Synergy Health.
The FTC has informed Synergy that it intends to seek to block the GBP19.50 per share acquisition, which was agreed last October. STERIS and Synergy said in a statement that they welcome "a full judicial review of the competitive effects of the combination". STERIS is based in the US state of Ohio, while FTSE 250 constituent Synergy Health is UK based.
"STERIS and Synergy continue to believe that the combination is pro-competitive and in the best interest of all constituents of the two companies, including customers. The two companies are committed to completing the transaction as expeditiously as possible," they said in statements.
To allow time to contest the FTC's action, the two companies plan to extend the long-stop date for completion of the deal to the end of the year. This is subject to UK Court approval. Synergy had previously warned that the takeover could be delayed due to the US antitrust process, and as a result both Synergy and STERIS opted to adjourn shareholding meetings to vote on the deal to June 11.
Shares in Synergy are trading down 1.7% at 1,862.00 pence Friday morning, among the worst performers in the FTSE 250. Shares in the company began to fall on Wednesday over concerns that the FTC might move to block the deal, and are down 23% so far this week.
"We are very disappointed by the FTC's decision to impede this transaction and intend to vigorously challenge their claims in court. We have strong customer support for the transaction and we are confident that the combination of STERIS and Synergy is pro-competitive and that the court will reject the FTC's request for an injunction once the facts of the combination are fully understood," said Synergy Chief Executive Officer Richard Steeves in a statement.
"It is unfortunate that we have come to this point with a transaction as strategic and geographically complimentary as ours," said STERIS Chief Executive Officer and President Walt Rosebrough in a statement. "We have worked diligently to address the FTC's concerns and to avoid litigation, but we will now focus our efforts on prevailing in court."
The deal would be considered a so-called 'tax inversion', as the new company would be incorporated in the UK, and STERIS had said that this would reduce its effective tax rate to be about 25% starting in fiscal 2016.
The US Department of Treasury last September brought in new measures to curb tax inversion deals, which led to the collapse of AbbVie Inc's GBP32 billion proposed takeover of Shire PLC.
Synergy also said it will announce its full-year results on June 2.
By Hana Stewart-Smith; [email protected]; @HanaSSAllNews
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