M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Thursday, July 12, 2007

Biomet Tender Offer Succeeds

The tender offer for Biomet closed last night at midnight.  According to the acquiring private equity consortium press release, 82.85% of Biomets outstanding shares were tendered in the offer.  The deal had had a 75% minimum tender condition due to the vagaries of Indiana law where Biomet is organized and which requires a 75% vote to approve a merger.  The Biomet merger agreement had a top-up option -- a provision which permits the consortium to now purchase, at a price per share equal to the offer price, a number of newly issued shares that will constitute 90.0005% of the total shares then outstanding.  Accordingly, the acquiring group will exercise this option to bring their holdings up to 90% of the company and initiate a short-form merger under Indiana law.  This will spare the consortium the shareholder vote and proxy requirements of a long-form merger permitting the deal to close today rather than in another month or two.  Practitioners should take note. 


Private Equity, Takeovers, Tender Offer | Permalink

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