Young Innovations is to be acquired by an affiliate of Linden Capital Partners, a Chicago-based private equity firm that focuses on middle market leveraged buyout investments in the healthcare and life science industries.
Young Innovations develops, manufactures and markets supplies and equipment used by dentists, dental hygienists and consumers.
Under the terms of the agreement, holders of outstanding shares of common stock of Young will receive USD39.50 per share, representing a 12.5 per cent premium to the 30-day average closing stock price.
The agreement was unanimously approved by Young’s board of directors.
Alfred E. Brennan, chairman and chief executive officer, and Arthur Herbst, president of Young, say: "This offer creates outstanding value for our shareholders and rewards our shareholders for the successful strategies employed by management and employees. This reflects the strength of Young’s brands, strong customer relationships, and many years of successful growth in sales and earnings. Linden has a proven record of creating value in successful companies in healthcare and life science sectors and will enable the company to further grow our business. We view this merger as delivering significant value to our shareholders, and as a result the board unanimously recommends the offer to our shareholders."
"Young Innovations is a well-established leader in oral care with an impressive record of performance driven by its portfolio of high quality products and a talented team of employees," says Tony Davis, a managing partner at Linden. "Linden has successful experience and a dedicated team in oral care, and we are excited to welcome Young as our latest platform for growth in the sector."
A special meeting of Young’s shareholders will be held after the preparation and filing of a proxy statement with the Securities and Exchange Commission and subsequent mailing to shareholders. If the merger is approved by shareholders, the transaction is expected to close in the first quarter of calendar year 2013. The transaction is subject to various closing conditions, including the receipt of regulatory approvals, but is not subject to a financing condition. Upon completion of the acquisition, Young will become a private company, wholly owned by an affiliate of Linden.
Under the terms of the definitive merger agreement, Young is permitted to solicit alternative acquisition proposals from third parties through 12 January 2013 and intends to consider any such proposals.
Robert W. Baird is acting as exclusive financial adviser to Young and has provided a fairness opinion to the Young board of directors. McDermott Will & Emery is serving as Young’s outside counsel. Kirkland & Ellis is serving as legal counsel to Linden.
