Compex Technologies' board of directors has approved an agreement to be acquired by Encore Medical Corporation, a diversified orthopaedic device manufacturer headquartered in Austin, Texas, in an all stock transaction valued at approximately $109 million.
Under the terms of the agreement, Compex will become a subsidiary of Encore and Encore will issue approximately 1.4 shares of its common stock for each share of common stock of Compex, subject to adjustment as set forth in the agreement. The merger, which has been approved unanimously by the boards of directors of both companies, is subject to the satisfaction of a number of standard closing conditions and is also subject to the approval of the Compex and Encore shareholders. Immediately following the merger, Encore's existing shareholders will own approximately 73.5% of the combined company and Compex's existing shareholders will own approximately 26.5%. The transaction is structured as a tax-free reorganization for both companies and their respective shareholders. It is expected to close by March 2006, informs a company release.
"This transaction will create a powerful orthopaedic products company that will include the industry's leading electrical stimulation pain management and rehabilitation companies - Encore's Orthopaedic Rehabilitation Division, which includes Empi and Chattanooga Group, and Compex, formerly Rehabilicare. We're extremely excited about the opportunities created by this business combination and the added strength Compex will bring to our business," said Kenneth W. Davidson, Encore's chairman and CEO.
"On a combined basis, Encore and Compex will offer a broader mix of products in a wide variety of markets and applications with an expanded direct sales force covering the entire country," said Dan W. Gladney, Compex chairman and CEO. "Compex is looking forward to joining the Encore team."
Greene Holcomb & Fisher LLC represented Compex Technologies, Inc. and First Albany Capital represented Encore Medical Corporation in this transaction.
Compex Technologies is a worldwide leader in designing and manufacturing transcutaneous electrical nerve stimulation and electrical muscle stimulation (EMS) products used for pain management, rehabilitation, fitness and sports performance enhancement in clinical, home healthcare, sports and occupational medicine settings. Compex is the first US company to offer consumers EMS technology in FDA-cleared, over-the-counter products for sports-performance enhancement, improved physical fitness and general well being.
Encore Medical Corporation is a diversified orthopaedic device company that develops, manufactures and distributes a comprehensive range of high quality orthopaedic devices, including surgical implants, sports medicine equipment and products for orthopaedic rehabilitation, pain management and physical therapy.