Edwards Lifesciences Corporation today announced that it has entered into a definitive merger agreement to acquire CAS Medical Systems, Inc. (NASDAQ: CASM) (CASMED), a medical technology company dedicated to non-invasive monitoring of tissue oxygenation in the brain.
Edwards reports they will acquire CASMED in an all-cash transaction for $2.45 per share of Common Stock, or an equity value of approximately $100 million.
“Cerebral oximetry technology provides an important indicator of oxygen levels in the brain, which can enhance clinician decision-making,” said Katie Szyman, Edwards’ corporate vice president, critical care. “We believe the incorporation of CASMED’s FORE-SIGHT technology into Edwards’ leading hemodynamic monitoring platform, along with Edwards’ predictive analytics capability, will strengthen Edwards’ leadership in smart monitoring technologies by providing physicians with a more comprehensive status of their surgical and critically ill patients.”
Edwards has a pending 510(k) clearance in the United States for a smart cable and software module, which enables compatibility between CASMED’s FORE-SIGHT sensor and the HemoSphere advanced hemodynamic monitoring platform. This technology was developed as a result of a collaboration between Edwards and CASMED, and received a CE Mark in Europe.
“We are pleased with this opportunity to bring together CASMED’s expertise in brain and tissue oxygenation monitoring with Edwards’ long history of leadership in hemodynamic monitoring,” said Thomas M. Patton, president and CEO of CASMED. “We are confident that the combination of these technologies will result in an important measurement tool for physicians that can empower them to improve care.”
As a condition to the closing of the transaction, each holder of CASMED’s Series A Convertible Preferred Stock or Series A Exchangeable Preferred Stock will agree to convert such stock into shares of CASMED’s Common Stock, and upon the closing, those holders will be entitled to receive the transaction consideration as holders of Common Stock. The acquisition is expected to close in the second quarter of 2019 and is subject to the satisfaction of customary closing conditions, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and approval by CASMED’s stockholders.
XMS Capital Partners is serving as financial advisor to Edwards and Pepper Hamilton LLP is serving as Edwards’ legal advisor. William Blair & Company L.L.C. is serving as financial advisor to CASMED and Wiggin and Dana LLP is serving as CASMED’s legal advisor.