Blog Tag: Hart-Scott-Rodino Antitrust Improvements Act of 1976

Smith & Nephew and ArthroCare $1.7 Billion Merger Moving Forward

On March 14, 2014, according to a press release, Smith & Nephew plc announced the early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, for the proposed merger of ArthroCare Corp. with Smith & Nephew plc. According to the press release and as reported in the Austin Business Journal, the early termination of the waiting period satisfies one of the conditions for closing of the proposed acquisition of ArthroCare by Smith & Nephew.

The Austin Business Journal states that Austin, Texas-based ArthroCare, is “Austin’s largest medical device business and reported $377.9 million in revenue for 2013. The company employs 270 workers in Austin and a total workforce of 1,800, according to the 2014 Austin Business Journal Book of Lists.”

According to ArthroCare’s website:

ArthroCare is a highly innovative, multi-business medical device company that develops, manufactures and markets products based on our internationally patented Coblation technology. This platform technology precisely dissolves target tissue and minimizes damage to surrounding, healthy tissue…. Our devices have been used in millions of cases worldwide across several medical specialties including arthroscopy; spine and neurology; ear, nose and throat; cosmetic; urology; gynecology; and laparoscopy/general surgery.

According to the Austin Business Journal, this “termination paves the way for Austin-based ArthroCare to complete the deal that was announced on Feb. 3 after ArthroCare reached an agreement to be acquired by Smith & Nephew for $1.7 billion, at a price of $48.25 per share.” The press release states that “[t]he transaction remains subject to certain other closing conditions, including approval by ArthroCare stockholders and UK and German regulatory approvals.” In response to the agreement, as reported by the Austin Business Journal on February 11, 2014, an ArthroCare investor has filed a lawsuit in effort to halt the proposed acquisition by Smith & Nephew alleging that “the price agreed upon by ArthroCare’s board of directors was too low and undervalues the company.”