Am Law Firms Help Stryker Sew Up MAKO for $1.65 Billion
UPDATE, 9/26/13, 5:25 p.m. EDT: Willkie Farr & Gallagher corporate partners Steven Seidman and Laura Delanoy represented Citigroup in its role as financial adviser to Stryker on the transaction.
Medical technology company Stryker Corporation said Wednesday it has agreed to pay $1.65 billion to acquire MAKO Surgical Corporation, a Ft. Lauderdale, Fla.-based manufacturer of tools used in robotic-assisted orthopedic surgery.
The transaction's terms call for Kalamazoo, Mich.-based Stryker to pay $30 in cash for each MAKO share—a whopping 86 percent premium over the target's Tuesday closing price. Describing his company's motivation for making the deal, Stryker CEO Kevin Lobo said in a statement that MAKO's stable of robotic-assisted surgical products shows "considerable long-term potential in joint reconstruction" and the combination of the two companies will speed growth in the industry. In addition to a robotic-arm surgical system used in orthopedic procedures aimed at repairing knees and hips, MAKO produces joint implants.
The deal still requires the approval of MAKO shareholders, and the two companies did not offer a prediction as to when closing might occur. Stryker said the deal terms account for the issuance of roughly 3.9 million MAKO shares in connection with a previously announced acquisition by MAKO. (Though Wednesday's announcement did not divulge details of the previous deal, MAKO agreed in April to buy Stanmore Implants Worldwide's robotic-guidance arm business as part of the settlement of a patent infringement suit MAKO brought against Stanmore earlier this year.)
Skadden, Arps, Slate, Meagher & Flom is representing Stryker in connection with the MAKO acquisition. Chicago-based Skadden M&A partners Charles Mulaney Jr. and Richard Witzel Jr. are advising Stryker, along with executive compensation and benefits partner Joseph Yaffe and tax partner Maxwell Miller in Palo Alto, Calif., and Chicago, respectively. Antitrust partners Ian John and Clifford Aronson and IP partners Matthew Zisk and Bruce Goldner—all based in New York—are also advising. Stryker's in-house legal team on the transaction includes chief legal officer Curtis Hall, a former Miller, Canfield, Paddock & Stone partner, as well as Michael Hutchinson and John Denne.
Skadden advised Stryker in 2010 on its $1.5 billion purchase of Boston Scientific Corporation's neurovascular business.
For its part, MAKO has turned to attorneys from Wachtell, Lipton, Rosen & Katz and Foley & Lardner. Corporate partners Daniel Neff and Mark Gordon are leading a Wachtell team that includes antitrust partner Nelson Fitts, executive compensation and benefits partner Jeremy Goldstein, and tax partner Deborah Paul. Wachtell associates on the matter are Rohit Nafday, Mark Stagliano and Sehj Vather.
Foley's Milwaukee-based team includes firm chair Jay Rothman, as well as corporate partner Jessica Lochmann Allen, mechanical and electromechanical technologies partner Jeffrey Gundersen, tax partner Timothy Voigtman, and M&A senior counsel Spencer Moats and John Wolfel. Foley associate Grantham Tyler Parramore is also working on the deal.
MAKO's general counsel is Menashe Frank, a former attorney with Hogan Lovells predecessor firm Hogan & Hartson.
Latham & Watkins corporate partners Charles Ruck and Stephen Amdur, as well as associate Demetra Karamanos, are representing J.P. Morgan in its role as financial adviser to MAKO on the transaction.