Cyberonics, Sorin Merger On Schedule Despite Delays In Italian Court
The merger between Houston-based Cyberonics and Italian medical device company Sorin took another step forward when a claim filed by the Italian state attorney, attempting to block the merger, was dismissed in a Milan Court. In a press release, Cyberonics announced that its shareholders will vote on the transaction on Sept. 22. Sorin shareholders already have given their go-ahead.
Under terms of the agreement announced in February, combined shares of the merged companies would be split between shareholders, 54 percent for Cyberonics and 46 percent for Sorin. Andre-Michel Ballester, current CEO of Sorin, will take over as CEO of the newly formed company, LivaNova. Cyberonics CEO Dan Moore will serve as non-executive chairman, and the new company will base its operations in the UK.
Spokespeople from both companies expressed their enthusiasm over the merger, saying that it will accelerate innovation and product development for heart failure, sleep apnea, and percutaneous mitral valve therapies.
According to Moore, the combined companies’ expertise will allow both companies to expand their market share in key markets, especially in Europe and Japan. In total, LivaNova will have a strategic presence in over 100 countries across five continents.
In a joint press release in April, the companies announced that the required waiting period made necessary by the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has been satisfied, and both parties are prepared to move forward. However, Italian authorities presented an additional obstacle.
Last month, Bloomberg reported that the state attorney in Milan filed a claim alleging that the proposed merger was an attempt to insulate Sorin’s assets against pending environmental litigation involving Sorin’s previous parent company, SNIA SpA.
This claim, said both companies in a press release, “fundamentally misunderstands and misconstrues the structure and goals of the transaction, as well as Italian and European laws and regulations governing these types of transactions.”
Ballester told Bloomberg, “We are working to ensure this technicality doesn’t slow down our plans,” and added that lawyers were confident that the merger would remain on schedule.
Reuters reported this week that the civil court in Milan rejected the claim, allowing the deal to move forward.
In their most recent update, the companies announced that the Form S-4 for LivaNova was declared effective on August 19, 2015 by the Securities and Exchange Commission. Sorin shareholders have already approved the transaction, and Cyberonics shareholders will have an opportunity to vote on September 22.