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The deal will combine Dentsply's single-use dental supplies, such as
paste and sealants, with Sirona's advanced technology equipment,
such as imaging systems and instruments.
"There is a convergence now of consumables and technologies in the
dental space. With the two of them together, Dentsply and Sirona can
become even more relevant to dentists across their product needs,"
said Jon Santemma, global head of healthcare investment banking at
Jefferies LLC, which advised Sirona on the deal.
Sirona shareholders will receive 1.8142 shares of Dentsply for each
share held. The offer works out to $98.60 per share and represents a
0.7 percent discount to Sirona's Tuesday close.
Sirona's shares rose about 2.5 percent to $101.75 after the bell,
while Dentsply stock was up about 2 percent at $55.41.
Dentsply shareholders will own 58 percent and Sirona shareholders 42
percent of the combined company after the deal closes, expected in
the first quarter of 2016.
The deal value was calculated based on 56.4 million Sirona diluted
shares outstanding as of June 30.
Sirona's Chief Executive Officer Jeffrey Slovin will serve as the
combined company's CEO, while Dentsply's CEO Bret Wise will be the
executive chairman.
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The new company, to be called Dentsply Sirona, will have net revenue
of about $3.8 billion on a pro forma basis for the past 12 months,
the companies said.
The stock issuance in the merger is expected to be tax-free to
shareholders of both companies.
Moelis & Co LLC is Dentsply's financial adviser and Skadden, Arps,
Slate, Meagher & Flom LLP the legal adviser.
Latham & Watkins LLP is Sirona's legal adviser.
(Reporting by Vidya L Nathan in Bengaluru and Carl O'Donnell in New
York; Editing by Sriraj Kalluvila and Lisa Shumaker)
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