Bayer HealthCare, LLC signed a merger agreement to acquire Conceptus, Inc. (NasdaqGS:CPTS) from a group of investors for $1.1 billion on April 28, 2013. The group of investors include Camber Capital Management LLC, VantagePoint Venture Partners IV, L.P., a fund of VantagePoint Capital Partners, Federated Investors, Inc. (NYSE:FII)'s funds- Federated Insurance Series - Federated Kaufmann Fund II, Federated Equity Funds - Federated Kaufmann Small Cap Fund (MutualFund:FKCS.X) ... and Federated Global Investment Management Corp., Fidelity Management & Research Company, William Blair & Company, L.L.C., Asset Management Arm, T. Rowe Price Associates, Inc. and others. Bayer will pay $31 for each share of Conceptus. Each outstanding option and stock appreciation right of Conceptus will be cancelled and each former holder will receive a cash amount equal price in excess of exercise price per option. In addition, each outstanding Conceptus’s restricted stock unit will be cancelled and each former holder will receive a cash amount equal offer price. The tender offer will commence on or before May 10, 2013. The tender offer will last 20 days from the date of start of the offer. Bayer HealthCare will exercise the top up option to acquire remaining stake if it acquires at least 90% of Conceptus shares through tender offer. Conceptus may be required to pay Bayer HealthCare a termination fee of $37.3 million. The transaction is subject to customary closing conditions, including Conceptus shareholders, US anti-trust approval and is expected to complete by mid 2013. The Board of Directors of Conceptus and Bayer HealthCare have unanimously approved the transaction and recommended the shareholders to accept the same. As of May 7, 2013, Bayer commenced a cash tender offer for all the shares of Conceptus, Inc. Goldman, Sachs & Co. acted as financial advisor for Conceptus. Michael W. Hall, Josh Dubofsky, Robert, Kirt Switzer, Grace Chen, James Metz, Karen Silverman, Joshua Holian, J.D. Marple, John Manthei, Gregory Rodgers and Peter F. Kerman of Latham & Watkins LLP acted as legal advisors for Conceptus. Matthew G. Hurd, Nader A. Mousavi and Ronald E. Creamer of Sullivan & Cromwell LLP acted as legal advisors for Bayer AG. Bank of America Merrill Lynch acted as financial advisor and Jones Day acted as legal advisor for Bayer. Damien R. Zoubek. of Cravath, Swaine & Moore LLP acted as legal advisor to Goldman Sachs in the transaction.
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