The £31m recommended cash offer by Masimo Corporation for LiDCO Group PLC. The offer was made by Masimo LHC Limited, a UK registered company established by Masimo Corporation for the purpose of the acquisition. Masimo (NASDAQ: MASI) is a global medical technology company that develops, manufactures, distributes, and licenses innovative patient monitoring technologies, medical devices, and a wide array of sensors. At the time of the deal it had sales of around $938m and a market capitalisation of more than $13 billion. LiDCO, based in London, develops, manufactures and sells advanced hemodynamic monitoring devices primarily for critical care and high risk surgical patients. LiDCO’s equipment measures crucial physiological parameters, monitoring the amount of blood flowing around the body, the requirement for intravenous fluids, and vasoactive support to help ensure that the body’s tissues and organs are adequately oxygenated.
Acting as financial adviser, we advised Masimo on the whole offer process in accordance with the UK Takeover Code and were instrumental in Masimo being able to achieve irrevocable undertakings to accept the offer in respect of 37% of LiDCO’s shares prior to launching the offer. The offer was announced and the offer document posted to shareholders within five weeks of reaching agreement with LiDCO’s board. We then worked with Masimo to implement strategies to obtain offer acceptances and introduced a broker to acquire shares both in the market and from overseas shareholders outside of the offer process. On the first closing date Masimo had control of 75% of the shares in LiDCO with the offer being declared wholly unconditional at 90% two weeks later. We worked closely with Masimo’s senior executives and the London and California offices of Paul Hastings LLP across the UK and US jurisdictions and an eight hour time difference while also liaising closely with LiDCO’s executive team and its financial and legal advisers.
WHAT OUR CLIENT SAID:
“We appointed Cattaneo due to their track record acting on UK public company takeovers, including across international borders, and in particular, their demonstrable success in achieving high levels of irrevocable undertakings from both institutional and individual investors. I can ask a great deal of advisers, but Cattaneo’s ability to provide clear and effective advice on the intricacies of the Takeover Code while also thinking beyond the obvious when advising us on the most effective strategies to achieve our objectives was extremely impressive. The Cattaneo team exceeded my high expectations throughout each stage of the acquisition process, and I cannot recommend them highly enough.”
Rick Fishel, SVP Strategic Business and Market Development, Masimo Corporation