TORONTO and DUBLIN, Ohio, Oct. 25, 2011 /PRNewswire/ — Futuremed Healthcare Products Corporation ("Futuremed") (TSX: FMD) and Cardinal Health Canada Inc. ("Cardinal Health Canada") announced today that they have entered into a support agreement pursuant to which Cardinal Health Canada has agreed to make a cash take-over bid (the "Offer") to acquire all of the outstanding shares of Futuremed for CAD $8.15 per share. Cardinal Health Canada is a wholly-owned subsidiary of Cardinal Health, Inc. ("Cardinal Health") (NYSE: CAH). The estimated value of the transaction is CAD $165 million.
The Board of Directors of Futuremed (the "Board"), after receiving the recommendation of a Special Committee of Independent Directors, a fairness opinion from CIBC World Markets Inc. and the advice of its other advisors, has unanimously determined that the Offer is in the best interests of Futuremed and recommends that shareholders tender their shares. In addition, certain senior officers and directors of Futuremed, who collectively own shares representing approximately 5% of Futuremed's issued and outstanding shares, have agreed to tender their shares to the Offer.
"This transaction provides an attractive value for our shareholders and positions Futuremed for accelerated growth as part of Cardinal Health, a global leader in the healthcare industry," said John McLaughlin, Chairman of the Board of Futuremed.
Raymond Stone, Futuremed's Chief Executive Officer, noted that "This transaction will enable us to move forward and provide our people with exciting new growth opportunities as part of a larger, more diverse organization, as well as offer our customers more choice with the same outstanding service levels."
"We believe that the acquisition of Futuremed will enhance our capability to serve and deliver greater value to our Canadian patients across the continuum of care. Further, we expect to generate significant synergies as we build off our existing platforms and business partner relationships enabling more efficient offerings to our customers," said David Lees, President and CEO of Cardinal Health Canada.
Details of the Offer will be made available through a formal take-over bid circular and directors' circular, which are expected to be mailed to all Futuremed shareholders in approximately two weeks. A copy of the take-over bid circular, directors' circular and supporting documents will also be available online following the mailing to shareholders under Futuremed's profile at www.sedar.com or on the Futuremed website at www.futuremed.ca. Futuremed shareholder inquiries regarding the transaction should be directed to Georgeson, Inc. the information agent for the Offer at 866-856-4733.
The Offer is subject to a minimum of 66 2/3% of the outstanding common shares of Futuremed being deposited to the Offer. The transaction is also subject to receipt of certain regulatory approvals and other customary conditions. Terms of the support agreement include the payment of a CAD $4.6 million termination fee to Cardinal Health if the transaction does not proceed in certain circumstances.
Pending satisfaction of the closing conditions, the Offer is expected to close by the first quarter of the 2012 calendar year. CIBC World Markets Inc. and JMP Securities LLC acted as financial advisors and Goodmans LLP acted as legal counsel to Futuremed on the transaction; Stikeman Elliott LLP acted as legal counsel to Cardinal Health and Cardinal Health Canada on the transaction.
About Cardinal Health Canada
Cardinal Health Canada is headquartered in Toronto, Canada, with seven distribution centers across the country. It distributes medical and surgical products to healthcare providers across the Canadian healthcare system. It is a wholly-owned subsidiary of Cardinal Health, Inc.
Headquartered in Dublin, Ohio, Cardinal Health, Inc. (NYSE: CAH) is a $103 billion health care services company that improves the cost-effectiveness of health care. As the business behind health care, Cardinal Health helps pharmacies, hospitals, ambulatory surgery centers and physician offices focus on patient care while reducing costs, enhancing efficiency and improving quality. Cardinal Health is an essential link in the health care supply chain, providing pharmaceuticals and medical products to more than 60,000 locations each day. The company is also a leading manufacturer of medical and surgical products, including gloves, surgical apparel and fluid management products. In addition, the company supports the growing diagnostic industry by supplying medical products to clinical laboratories and operating the nation's largest network of radiopharmacies that dispense products to aid in the early diagnosis and treatment of disease. Ranked #19 on the Fortune 500, Cardinal Health employs more than 30,000 people worldwide. More information about the company may be found at cardinalhealth.com and @CardinalHealth on Twitter.
Futuremed is Canada's leading value-added distributor of consumable nursing home supplies and specialized furniture and equipment to the growing long-term care facilities sector. Futuremed products are sold under the name Dismed in Quebec. Futuremed's common shares trade on the Toronto Stock Exchange under the symbol FMD. More information can be found at www.futuremed.ca.
This press release contains certain statements that may constitute forward-looking information within the meaning of applicable securities laws. This forward-looking information relates to, among other things, the Offer, the combination of the Futuremed and Cardinal businesses and the future growth of the Futuremed business, new opportunities for employees, choice for customers, service levels, the mailing of the take-over bid documentation to Futuremed's shareholders, conditions of the Offer, and the expected timing for closing of the Offer. Often, but not always, forward-looking information can be identified by the use of such words as "may", "will", "expect", "believe", "plan", "intend", "estimate", "outlook", "forecast", "should", "anticipate" and other similar terminology, including statements concerning possible or assumed future results. Forward-looking information is based on management's reasonable assumptions, analysis and estimates in respect of its experience and perception of trends, current economic conditions and expected developments, as well as other material factors that it considers to be relevant at the time of making such statements.
By its nature, forward-looking information involves known and unknown risks and uncertainties, which give rise to the possibility that management's assumptions, analysis and estimates will be incorrect and that the anticipated results will not be achieved. Although Futuremed believes that the statements with respect to forward-looking information are reasonable and current, such statements should not be interpreted as a guarantee of future performance or results, and will not necessarily be an accurate indication of whether or not such results will be achieved. Forward-looking information is necessarily subject to a number of factors that may cause actual results to differ materially from those results implied by the expectations suggested by such information. Those factors include, without limitation, the following: the ability to obtain all necessary regulatory approvals and otherwise satisfy the conditions of the Offer; delays in mailing the take-over bid documentation or in closing the Offer; and those risks and uncertainties described in Futuremed's Annual Information Form filed with the securities regulatory authorities in Canada under Futuremed's profile at www.sedar.com.
When relying on the forward-looking information to make decisions with respect to Futuremed, investors and others should carefully consider the foregoing factors, although we strongly caution that the foregoing list of factors is not exhaustive and other factors could adversely affect our performance. Investors and other readers are encouraged to consider the foregoing risks and other factors carefully when evaluating the forward-looking information and are cautioned not to place undue reliance upon such information when making investment decisions. The forward looking information in this press release is current to the date hereof, and is subject to change following such date. While Futuremed may elect to do so, unless required by applicable law, it undertakes no obligation to update this information to reflect new information or circumstances at any particular time.
SOURCE: Cardinal Health