Medical-Device Makers Cyberonics, Sorin to Form U.K. Company

Cyberonics Inc. and Sorin Spa, two medical device makers, agreed to combine in a stock deal to form a company valued at $2.7 billion that will compete for lucrative hospital contracts globally. Shares of both companies soared.

Shareholders of Cyberonics, based in Houston, will own about 54 percent of the new company, and Milan-based Sorin’s investors will get the rest, according to a statement today. The new business will be domiciled in the U.K., which has a lower corporate tax rate than the U.S. The merger is a tax inversion for Cyberonics, though the companies said savings from that move didn’t drive the deal.

The combined entity will be able to offer more products at a lower price to win contracts from hospital systems, said Martin Brunninger, an analyst at Jefferies International Ltd. in London. Cyberonics sells devices to treat epilepsy, mainly in the U.S., while Sorin sells pacemakers and equipment for heart surgery in Europe, the U.S. and Japan.

“With a broader portfolio, you have a much better chance of winning hospital accounts,” Brunninger said by telephone. Medical device makers “are all buying companies to maximize their offerings for hospitals.”

Ultimately, the combined company will be an attractive target for a larger medical technology firm, he said.

Sorin jumped almost 33 percent to 2.91 euros as of 2:30 p.m. in Milan. It ended trading yesterday at 2.20 euros, giving it a market value of about 1.1 billion euros ($1.2 billion). Cyberonics shares rose 25 percent at $75.72 in New York trading. It was valued at about $1.6 billion yesterday.

Cost Savings

The new company, which has yet to be named, will have pro-forma revenue of about $1.3 billion and expects to save $80 million annually.

Andre-Michel Ballester, chief executive officer of Sorin, will serve as CEO and Dan Moore, CEO of Cyberonics, will become non-executive chairman. Each company will have an equal number of directors in the new entity.

“There is a benefit of being bigger,” Ballester said in a phone interview. “Critical mass is part of it, but more from an ability to market the products and develop the products. It’s important to be seen as an innovator in a range of areas.”

Cyberonics stockholders will receive one ordinary share in the new company for every share they currently own, the companies said. Sorin stockholders will receive a fixed ratio of

0.0472 ordinary shares for every Sorin share. The company will seek listings on the Nasdaq and the London Stock Exchange.

Heart Failure

The deal will also bring together the research and development arms of the companies, which were both working on devices to prevent heart failure, and expand the reach of their sales forces, Brunniger said. Cyberonics will be able to use Sorin’s sales network to market its new Vitaria system, he said. The device has been approved for use in Europe but not the U.S.

Mittel SpA and Equinox Two SCA, which own almost 26 percent of Sorin’s shares, agreed to support the transaction. Mittel is a Milan-based financial-services company, while Equinox is an investment fund run by Salvatore Mancuso.

Rothschild is advising Sorin and Latham & Watkins is serving as its primary legal adviser, the companies said. Piper Jaffray is financial adviser to Cyberonics, and Sullivan & Cromwell is serving as its legal adviser, with Legance advising on Italian law.

Private-equity firms approached shareholders of Sorin in 2012 about buying the company, people with knowledge of the matter said at the time, though no deal resulted.

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