UTICA — ConMed Corp. (NASDAQ: CNMD) successfully completed its tender offer for all outstanding shares of Viking Systems, Inc. (OTCBB: VKNG) common stock at a price of 27 cents per share and now owns enough Viking stock to move forward and close its acquisition of the firm.
As of midnight on Sept. 21, when the tender offer expired, shareholders tendered about 64.4 million shares, representing approximately 83.59 percent of Viking’s currently outstanding shares.
A ConMed subsidiary, Arrow Merger Corp., will now acquire all the remaining outstanding shares of Viking stock. As a result of the purchase of shares in the tender offer, Arrow has sufficient voting power to approve the merger without the approval of any other Viking stockholder.
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Through Arrow, ConMed plans to accomplish a “short-form” merger, using an option in the merger agreement with Viking that allows Arrow to purchase additional shares of Viking stock directly from Viking for 27 cents per share.
Following the acquisition, Viking will become a wholly owned subsidiary of ConMed and each share of Viking stock will be canceled and converted into the right to receive the same consideration, without interest, received by holders who participated in the tender offer.
Massachusetts–based Viking, located between Worcester and Boston, develops and manufactures 3D and 2D visualization systems for minimally invasive surgery.
The 30-employee company has struggled in recent years, reporting a net loss for the five most recent quarters, including a loss of $890,000 in the second quarter of this year.
Utica–based ConMed reported net income of $10.3 million in the same period, an improvement over $8.7 million in the second quarter of 2011.
When the acquisition was announced, Viking CFO Robert Mathews said the company was running short on cash and had been seeking either capital investments or strategic partnerships since early 2012.
The pairing with ConMed is attractive, he said, because ConMed has the market access and selling power Viking lacks to make its product a success.
“ConMed does have demonstrated access to the market,” he said. “We just don’t have the clout and the name recognition.”
ConMed plans to relocate its current two-dimensional surgical video research and marketing team from Santa Barbara, Calif. to the Viking group in Massachusetts over the next year.
ConMed manufactures surgical devices and equipment for minimally invasive procedures and patient monitoring. The company employs about 3,400 people worldwide.
Contact DeLore at tdelore@tmvbj.com
