IDEX Corporation (IEX) announced that the period for a subsequent tender offer to acquire the remaining untendered shares of Microfluidics International Corporation, through its subsidiary Nano Merger Sub Inc., has expired. The company acquired Microfluidics’ shares at $1.35 each.
Headquartered in Newton, MA, Microfluidics is a global leader in the design and manufacture of laboratory and commercial equipment used in the production of micro- and nano-scale materials.
IDEX Corporation declared that 7,509,382 shares were tendered, representing 71.99% of Microfluidics’ shares. Additionally, the Nano Merger acquired 12,699 shares at $1.35 per share through open market purchases.
Per the terms of the Agreement and Plan of Merger, Nano would exercise “top-up” option (stock option granted by the board of directors of a target corporation to a bidder for shares of the target corporation). These shares, when combined with the number of shares owned by the bidder immediately after expiration of the tender offer, constitute at least 90% of the shares of the target corporation) on March 11, 2011.
As a result, of the top-up option, IDEX would complete a short-form merger (procedure where a parent can merge with a subsidiary without obtaining shareholder approval) even though IDEX did not hold 90% of the target company’s shares after the subsequent expiration of the tender offer. Management expected that it would complete the acquisition of Microfluidics on March 11, 2011.
Further, per the terms of the merger agreement, the remaining shares held by the public would be converted into the right to receive $1.35 per share.
After the merger closes, Microfluidics would become a wholly-owned subsidiary of IDEX.
Last week, IDEX extended the subsequent tender offer period to acquire the remaining untendered shares of Microfluidics. The time was extended by seven days to March 10, 2011 from March 3, 2011.
In the last week of February, management had provided a subsequent tender offer to acquire the remaining untendered shares of Microfluidics, which expired on March 3, 2011.
In January, IDEX offered to buy Microfluidics at a price of $1.35 per share. This offer expired on February 24, 2011.
IDEX Corporation expects that the merger will provide significant growth opportunities, following the addition of Microfluidics with IDEX’s Quadro and Fitzpatrick pharma platform. The combined entity will support pharmaceutical research and production, due to Microfluidics’ technology in particle size reduction and nano particle.
Microfluidics will operate as an independent unit even after the acquisition, as part of IDEX’s Fluid and Metering segment.
Incorporated in Delaware, IDEX provides applied solutions and sells a broad range of pumps, flow meters and other fluidics systems and components and engineered products.
The company faces strong competition in different attributes like product quality, price, design and engineering capabilities. Its direct competitors include Dover Corp. (DOV), Roper Industries Inc. (ROP) and Gardner Denver Thomas Inc.
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