© 2015 The Texas Lawbook.
By Natalie Posgate
(June 7) – Musculoskeletal medical devices builder Zimmer Biomet Holdings said Tuesday that it will beef up its presence in the global spine market with the purchase of LDR Holding Corp. for approximately $1 billion.
A group of Texas lawyers from Andrews Kurth represented LDR, which has headquarters in Austin and Troy, France. LDR General Counsel Scott Way turned to Austin corporate partner Carmelo Gordian lo lead the Andrews Kurth deal team. Partner Ted Gilman and associate Russ Denton also played a significant role on the corporate deal team.
Andrews Kurth has represented LDR since 2004. Gordian has led a series of venture capital financings for LDR over the years. He also led LDR’s initial public offering in October 2013, which raised more than $86 million, as well as two follow-on offerings in May 2014 and August 2015.
Additional lawyers on the deal team for today’s transaction were corporate associates Cassandra Cuellar, Gabe Katz and Jae Kim and IP senior attorney Clarissa Marischen in Austin; tax partner Will Becker, antitrust partner Kay Lynn Brumbaugh, IP counsel Kyle Wood and tax associate Stephanie Nickerson in Dallas; executive compensation partner Tony Eppert in Houston; and executive compensation associate Emily Cabrera in The Woodlands.
New York firm White & Case represented Warsaw, Indiana-based Zimmer Biomet in the deal, which is expected to close in the third quarter.
The financial advisors were Goldman Sachs for Zimmer Biomet and BofA Merrill Lynch for LDR.
The transaction is structured as an all-cash tender offer for all outstanding shares of LDR common stock at a price of $37.00 per share, followed by a merger in which each share of LDR common stock that is not tendered pursuant to the tender offer would be converted into the right to receive in cash $37.00 per share.
To fund the acquisition, Zimmer Biomet plans to use cash balances on hand and existing availability under its revolving credit facility and maintain an investment grade profile. The company also plans to issue $750 million worth of senior unsecured notes, the proceeds of which will be used to repay the credit facility.
Founded in 2000 in France, LDR designs medical devices and surgical technologies targeted for patients suffering from spine disorders.
When the deal closes, Zimmer Biomet plans to complement the spine business headquarters in Broomfield, Colorado by maintaining a significant presence in LDR’s strong technology hubs in Austin and France.
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