Amsterdam, the Netherlands – Royal Philips (NYSE: PHG; AEX: PHIA), a global leader in health technology, today announced that it has successfully completed its previously announced tender offer (the “Offer”) to purchase all outstanding shares of The Spectranetics Corporation (NASDAQ: SPNC), a U.S.-based global leader in vascular intervention and lead management solutions, for $38.50 per share in cash. The Offer expired at 12:00 midnight, New York City time, on August 9, 2017. Philips expects to complete the acquisition of Spectranetics later today through a merger under Section 251(h) of the General Corporation Law of the State of Delaware.
Wells Fargo, N.A., the depositary for the Offer, has advised that, as of the expiration of the Offer, a total of 37,685,108 shares had been tendered into and not validly withdrawn from the Offer, representing approximately 85.5% of Spectranetics’ outstanding shares and a sufficient number of shares such that the minimum tender condition to the Offer was satisfied. Additionally, the depositary has advised that an additional 2,700,773 shares had been tendered by notice of guaranteed delivery, representing approximately 6.1% of Spectranetics’ outstanding shares. Accordingly, all shares that were validly tendered and not properly withdrawn were accepted for payment and Philips will promptly pay for all such tendered shares in accordance with the terms of the Offer.
As a result of the merger, Spectranetics will become a wholly owned subsidiary of Philips. In the merger, each share of Spectranetics (other than those shares held by Philips or Spectranetics or any of their respective subsidiaries or shares held by any stockholder who properly demand appraisal under Delaware law) will be cancelled and converted into the right to receive the same $38.50 per share in cash, without interest, less any applicable withholding taxes, that was paid in the Offer. Following completion of the merger, the common stock of Spectranetics will no longer be listed for trading on the NASDAQ Global Select Market.
Philips completes acquisition of The Spectranetics Corporation
Acquisition expands and strengthens Philips’ Image-Guided Therapy business group
Amsterdam, the Netherlands and Colorado Springs, CO, U.S. – Royal Philips (NYSE: PHG; AEX: PHIA), a global leader in health technology, today announced that it has completed the acquisition of The Spectranetics Corporation (NASDAQ: SPNC), a U.S.-based global leader in vascular intervention and lead management solutions. Spectranetics’ financial results will be consolidated as part of Philips’ Image-Guided Therapy business group as of August 9, 2017. Spectranetics is currently growing double-digits and projects 2017 sales to be approximately USD 300 million. The company employs over 900 employees. The acquisition is expected to be revenue growth, adjusted EBITA  margin and adjusted EPS  accretive for Philips by 2018.
“Spectranetics is a highly complementary addition to our Image-Guided Therapy business group and will strengthen its position in a EUR 6+ billion growth market,” said Frans van Houten, CEO of Royal Philips. “The completion of this acquisition will accelerate the realization of our strategic expansion into therapy devices. The combination of Spectranetics’ highly competitive product range and our leading portfolio of interventional imaging systems, devices, software and services will deliver enhanced care for patients by enabling clinicians to decide, guide, treat and confirm the appropriate cardiac and peripheral vascular treatment. ”
Spectranetics' device portfolio includes a range of catheters to treat coronary and peripheral artery disease, and the removal of implanted pacemaker and implantable cardioverter defibrillator leads. The Stellarex drug-coated balloon is a key growth driver in this portfolio. It is a next generation drug-coated balloon that provides proven peripheral artery disease treatment and is backed by robust clinical evidence. The Stellarex drug-coated balloon is CE-marked and recently obtained U.S. Food and Drug Administration (FDA) Pre-Market Approval (PMA).
The acquisition of Spectranetics was structured as a merger under Section 251(h) of the General Corporation Law of the State of Delaware following the successful completion of Philips’ previously announced tender offer to purchase all outstanding shares of common stock of Spectranetics for USD 38.50 per share in cash, without interest, less any applicable withholding taxes.
As a result of the merger, all remaining Spectranetics shares were converted into the right to receive USD 38.50 per share in cash, without interest, less any applicable withholding taxes.
Spectranetics has requested that NASDAQ files a Form 25 with the United States Securities and Exchange Commission causing the delisting of Spectranetics’ common stock from NASDAQ. Spectranetics’ common stock will cease trading as of the close of trading on August 9, 2017.
 Adjusted EBITA is defined as Income from operations (EBIT) excluding amortization of intangible assets (excluding software and development expenses), impairment of goodwill and other intangible assets, restructuring charges, acquisition-related costs and other significant items
 Adjusted EPS is EPS excluding restructuring, acquisition-related and intangible amortization charges