ZOLL Medical Corporation Signs Definitive Agreement to Acquire Itamar Medical

2024-04-25 04:57:00 Health and Fitness

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ZOLL? Medical Corporation, an Asahi Kasei company that manufactures medical devices and related software solutions, and Itamar? Medical Ltd. (Nasdaq and TASE: ITMR), a medical device and digital health company focused on the integration of sleep apnea diagnosis into the cardiac patient care pathway, today announced that the two companies signed a definitive agreement under which ZOLL Medical will acquire all outstanding ordinary shares of Itamar Medical for a total value of approximately $538 million.

Itamar Medical is focused on the development and commercialization of non-invasive medical devices and solutions to aid in the diagnosis of respiratory sleep disorders. The company pioneered the WatchPAT? Home Sleep Apnea Device, an innovative sleep apnea diagnosis program for patients and healthcare professionals. The WatchPAT device is FDA-cleared and continues to gain recognition as a safe and effective method for home-based testing for sleep apnea.

Research has shown complex interrelationships between cardiovascular disease and both obstructive sleep apnea (OSA) and central sleep apnea (CSA). OSA is associated with increases in the incidence and progression of coronary heart disease, heart failure, stroke, and atrial fibrillation, while CSA associated with Cheyne-Stokes respiration predicts incident heart failure and atrial fibrillation, and strongly predicts mortality among patients with heart failure.1

?ZOLL Medical is committed to improving outcomes for underserved patients suffering from serious cardiopulmonary conditions,? said Jon Rennert, CEO of ZOLL Medical. ?It is currently estimated that 60% of cardiovascular patients suffer from some form of sleep apnea, and the majority of these patients go undiagnosed.2 The combination of ZOLL Medical and Itamar Medical will help more patients receive diagnosis and treatment for sleep-disordered breathing. We look forward to helping strengthen the collaboration between the worlds of cardiology and sleep medicine.?

?We are excited to join forces with ZOLL Medical, a leader in addressing the needs of cardiologists and their patients. The integration of Itamar?s WatchPAT? technology and Digital Health solution for sleep apnea with ZOLL Medical's commercial footprint will accelerate our mission of advancing home sleep medicine to benefit the population of undiagnosed and untreated patients,? said Gilad Glick, President and Chief Executive Officer of Itamar Medical.

?We believe the transaction is in the best interest of Itamar?s various stakeholders,? said Shy Basson, Itamar?s Chief Financial Officer.

ZOLL Medical has a long history of improving patients? lives with innovative technologies, including multiple monitoring solutions that aid in the diagnosis and management of cardiac patients. In April 2021, ZOLL Medical acquired Respicardia, maker of the remed?? System ? the only implantable device approved by the FDA to treat moderate to severe CSA in adult patients.3

Transaction Details

Under the terms of the agreement, which has been unanimously approved by the boards of directors of ZOLL Medical and Itamar, ZOLL Medical will acquire all outstanding ordinary shares of Itamar Medical for $31 per American Depository Share (ADS), or $1.03 (equivalent to approximately NIS 3.31) per ordinary share, in cash. The offer of $31 per ADS in cash represents a premium of 50.2% over the price of Itamar Medical?s ADS on the Nasdaq Stock Market on September 10, 2021.

ZOLL Medical?s acquisition of Itamar Medical is subject to approval by the shareholders of Itamar Medical, regulatory approvals and other customary closing conditions. Assuming typical regulatory and shareholder approval timeframes, the parties currently expect the transaction to close by the end of 2021.

Advisors

Goldman Sachs & Co. LLC is acting as financial advisor to ZOLL Medical, and Cooley LLP and Gornitzky & Co. serve as legal advisors to ZOLL Medical. Piper Sandler & Co. is acting as financial advisor to Itamar Medical, and Latham & Watkins LLP and Goldfarb Seligman & Co. are acting as its legal advisors.

About Itamar Medical Ltd.

Itamar Medical is a medical technology company focused on the development and commercialization of non-invasive medical devices and solutions to aid in the diagnosis of respiratory sleep disorders. Itamar Medical commercializes a digital healthcare platform to facilitate the continuum of care for effective sleep apnea management with a focus on the core sleep, cardiology and direct to consumer markets. Itamar Medical offers a Total Sleep Solution to help physicians provide comprehensive sleep apnea management in a variety of clinical environments to optimize patient care and reduce healthcare system costs. The Company?s key product, WatchPAT, is commercially available within major markets including the U.S., Japan, and Europe. Itamar Medical is a public company traded on the Nasdaq and on the Tel Aviv Stock Exchanges, and is based in Caesarea, Israel with U.S. headquarters based in Atlanta, GA. For additional information visit www.itamar-medical.com.