WILTON, Conn.--(BUSINESS WIRE)--Altus Capital Partners, Inc. announced that Altus’ affiliate, AC Breathe Merger Sub Inc., has commenced the previously-announced tender offer for all of the outstanding shares of common stock of MGC Diagnostics Corporation (NASDAQ: MGCD) at a price of $11.03 per share, net to the seller in cash without interest.
On November 27, 2017, MGC announced that the Company and affiliates of Altus had entered into a definitive merger agreement pursuant to which the tender offer would be made. MGC’s Board of Directors unanimously approved the merger agreement and the transactions contemplated thereby, including the tender offer and the merger, and recommends that MGC’s shareholders tender their shares in the tender offer.
AC Breathe Merger Sub Inc. and its parent company, MGC Parent LLC, are affiliated with Altus. Pursuant to the merger agreement, after completion of the tender offer and the satisfaction or waiver of certain conditions, Altus currently anticipates that AC Breathe Merger Sub Inc. will merge with and into the Company, with MGC continuing as the surviving corporation (the “Surviving Corporation”) without any action by any other shareholder of the Company pursuant to Chapter 302A.621 of the Minnesota Business Corporation Act. All outstanding shares of MGC’s common stock (other than shares owned by MGC Parent LLC, AC Breathe Merger Sub Inc. or the Company, any wholly-owned subsidiary of MGC Parent LLC, AC Breathe Merger Sub Inc. or the Company, or by any shareholder of the Company who or which is entitled to and properly demands and perfects dissenter’s rights with respect to such shares pursuant to, and complies in all respects with, the applicable provisions of Minnesota law) will be automatically cancelled and converted in the merger into the right to receive cash equal to the $11.03 offer price per share, without interest.
MGC Parent LLC and AC Breathe Merger Sub Inc. are filing with the Securities and Exchange Commission (the “SEC”) today, a tender offer statement on Schedule TO, including an offer to purchase and related letter of transmittal, setting forth in detail the terms and conditions of the tender offer.
The completion of the tender offer is conditioned upon, among other things, satisfaction of a minimum tender condition and other customary closing conditions. The tender offer and withdrawal rights are scheduled to expire at 12:00 midnight, New York City time, at the end of December 27, 2017, unless extended or earlier terminated in accordance with the terms of the merger agreement. Upon the completion of the transaction, MGC will become a privately held company.
About Altus
Altus is a U.S.-based private equity firm that makes control investments in middle market manufacturing businesses. Altus’ experience in the middle market manufacturing sector provides its investment team with a unique understanding of the opportunities and challenges faced by middle market owners and managers. When making an investment, Altus utilizes a patient, thoughtful approach that is grounded in sector expertise while engaging in a collaborative partnership with management teams to help them achieve the growth they seek. For more information, please visit http://www.altuscapitalpartners.com/.
About MGC
MGC (NASDAQ: MGCD) is a global medical technology company dedicated to cardiorespiratory health solutions. The Company, through its Medical Graphics Corporation and Medisoft SA subsidiaries, develops, manufactures and markets non-invasive diagnostic systems. This portfolio of products provides solutions for disease detection, integrated care, and wellness across the spectrum of cardiorespiratory healthcare. The Company’s products are sold internationally through distributors and, in the United States, France and Belgium, primarily through a direct sales force targeting heart and lung specialists located in hospitals, university-based medical centers, medical clinics, physicians’ offices, pharmaceutical companies, medical device manufacturers, and clinical research organizations (CROs). For more information about MGC Diagnostics, visit www.mgcdiagnostics.com.
