Business Wire

ZOLL Medical Corporation Signs Definitive Agreement to Acquire Itamar Medical

Share

ZOLL® Medical Corporation, an Asahi Kasei company that manufactures medical devices and related software solutions, and Itamar™ Medical Ltd. (Nasdaq and TASE: ITMR), a medical device and digital health company focused on the integration of sleep apnea diagnosis into the cardiac patient care pathway, today announced that the two companies signed a definitive agreement under which ZOLL Medical will acquire all outstanding ordinary shares of Itamar Medical for a total value of approximately $538 million.

Itamar Medical is focused on the development and commercialization of non-invasive medical devices and solutions to aid in the diagnosis of respiratory sleep disorders. The company pioneered the WatchPAT® Home Sleep Apnea Device, an innovative sleep apnea diagnosis program for patients and healthcare professionals. The WatchPAT device is FDA-cleared and continues to gain recognition as a safe and effective method for home-based testing for sleep apnea.

Research has shown complex interrelationships between cardiovascular disease and both obstructive sleep apnea (OSA) and central sleep apnea (CSA). OSA is associated with increases in the incidence and progression of coronary heart disease, heart failure, stroke, and atrial fibrillation, while CSA associated with Cheyne-Stokes respiration predicts incident heart failure and atrial fibrillation, and strongly predicts mortality among patients with heart failure.1

“ZOLL Medical is committed to improving outcomes for underserved patients suffering from serious cardiopulmonary conditions,” said Jon Rennert, CEO of ZOLL Medical. “It is currently estimated that 60% of cardiovascular patients suffer from some form of sleep apnea, and the majority of these patients go undiagnosed.2 The combination of ZOLL Medical and Itamar Medical will help more patients receive diagnosis and treatment for sleep-disordered breathing. We look forward to helping strengthen the collaboration between the worlds of cardiology and sleep medicine.”

“We are excited to join forces with ZOLL Medical, a leader in addressing the needs of cardiologists and their patients. The integration of Itamar’s WatchPAT® technology and Digital Health solution for sleep apnea with ZOLL Medical's commercial footprint will accelerate our mission of advancing home sleep medicine to benefit the population of undiagnosed and untreated patients,” said Gilad Glick, President and Chief Executive Officer of Itamar Medical.

“We believe the transaction is in the best interest of Itamar’s various stakeholders,” said Shy Basson, Itamar’s Chief Financial Officer.

ZOLL Medical has a long history of improving patients’ lives with innovative technologies, including multiple monitoring solutions that aid in the diagnosis and management of cardiac patients. In April 2021, ZOLL Medical acquired Respicardia, maker of the remedē® System – the only implantable device approved by the FDA to treat moderate to severe CSA in adult patients.3

Transaction Details

Under the terms of the agreement, which has been unanimously approved by the boards of directors of ZOLL Medical and Itamar, ZOLL Medical will acquire all outstanding ordinary shares of Itamar Medical for $31 per American Depository Share (ADS), or $1.03 (equivalent to approximately NIS 3.31) per ordinary share, in cash. The offer of $31 per ADS in cash represents a premium of 50.2% over the price of Itamar Medical’s ADS on the Nasdaq Stock Market on September 10, 2021.

ZOLL Medical’s acquisition of Itamar Medical is subject to approval by the shareholders of Itamar Medical, regulatory approvals and other customary closing conditions. Assuming typical regulatory and shareholder approval timeframes, the parties currently expect the transaction to close by the end of 2021.

Once the acquisition is completed, it is expected that Itamar Medical’s principal operations will continue at its current location in Caesarea, Israel, including its R&D and Digital Health Technology centers, as well as the production center.

Advisors

Goldman Sachs & Co. LLC is acting as financial advisor to ZOLL Medical, and Cooley LLP and Gornitzky & Co. serve as legal advisors to ZOLL Medical. Piper Sandler & Co. is acting as financial advisor to Itamar Medical, and Latham & Watkins LLP and Goldfarb Seligman & Co. are acting as its legal advisors.

About ZOLL Medical Corporation

ZOLL Medical Corporation, an Asahi Kasei company, develops and markets medical devices and software solutions that help advance emergency care and save lives, while increasing clinical and operational efficiencies. With products for defibrillation and cardiac monitoring, circulation enhancement and CPR feedback, supersaturated oxygen therapy, data management, ventilation, and therapeutic temperature management, ZOLL Medical provides a comprehensive set of technologies that help clinicians, EMS and fire professionals, as well as lay rescuers, improve patient outcomes in critical cardiopulmonary conditions. For more information, visit www.zoll.com.

About Asahi Kasei

The Asahi Kasei Group contributes to life and living for people around the world. Since its foundation in 1922 with ammonia and cellulose fiber business, Asahi Kasei has consistently grown through the proactive transformation of its business portfolio to meet the evolving needs of every age. With more than 40,000 employees around the world, the company contributes to sustainable society by providing solutions to the world’s challenges through its three business sectors of Material, Homes, and Health Care. Its health care operations include devices and systems for acute critical care, dialysis, therapeutic apheresis, transfusion, and manufacture of biotherapeutics, as well as pharmaceuticals and diagnostic reagents. For more information, visit www.asahi-kasei.com.

About Itamar Medical Ltd.

Itamar Medical is a medical technology company focused on the development and commercialization of non-invasive medical devices and solutions to aid in the diagnosis of respiratory sleep disorders. Itamar Medical commercializes a digital healthcare platform to facilitate the continuum of care for effective sleep apnea management with a focus on the core sleep, cardiology and direct to consumer markets. Itamar Medical offers a Total Sleep Solution to help physicians provide comprehensive sleep apnea management in a variety of clinical environments to optimize patient care and reduce healthcare system costs. The Company’s key product, WatchPAT, is commercially available within major markets including the U.S., Japan, and Europe. Itamar Medical is a public company traded on the Nasdaq and on the Tel Aviv Stock Exchanges, and is based in Caesarea, Israel with U.S. headquarters based in Atlanta, GA. For additional information visit www.itamar-medical.com.

Additional Important Information and Where to Find It

In connection with the proposed transaction, Itamar Medical will prepare a proxy statement to be delivered to its shareholders. INVESTORS AND SECURITY HOLDERS ARE STRONGLY ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. The proxy statement and other documents may be obtained for free from Itamar Medical’s website at www.itamar-medical.com or by directing such request to the company’s Investor Relations below.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other applicable securities laws. Statements preceded by, followed by, or that otherwise include the words "believes", "expects", "anticipates", "intends", "estimates", "plans", and similar expressions or future or conditional verbs such as "will", "should", "would", "may" and "could" are generally forward-looking in nature and not historical facts. For example, when we discuss that the combination of ZOLL Medical and Itamar Medical will help more patients receive diagnosis and treatment for sleep-disordered breathing, we are using forward-looking statements. Because such statements deal with future events, they are subject to various risks, uncertainties and assumptions, including events and circumstances out of Itamar Medical’s control and actual results, expressed or implied by such forward-looking statements, could differ materially from our current expectations. Factors that could cause or contribute to such differences include, but are not limited to: risks associated with uncertainty as to whether the merger transaction will be completed; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; costs and potential litigation associated with the merger transaction; the failure to obtain the necessary shareholder approval or regulatory clearances or to satisfy the other closing conditions set forth in the merger agreement; risks that the proposed merger transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction; the distraction of management of the company resulting from the proposed transaction; and other risks, uncertainties and assumptions discussed from time to time by Itamar Medical in reports filed with, or furnished to, the U.S. Securities and Exchange Commission (SEC) and the Israel Securities Authority (ISA), including its Annual Report on Form 20-F, which is on file with the SEC (accessible at www.sec.gov) and the ISA. Except as otherwise required by law, Itamar Medical undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Copyright © 2021 ZOLL Medical Corporation. All rights reserved. ZOLL, Respicardia, and remedē are registered or unregistered trademarks of ZOLL Medical Corporation and/or its affiliates in the United States and/or other countries. Asahi Kasei is a registered trademark of Asahi Kasei Corporation.

Copyright © 2021 Itamar Medical Ltd. All rights reserved. Itamar Medical is a registered trademark of Itamar Medical Ltd. in the United States and/or other countries.

All other trademarks are the property of their respective owners.

* The contents of any website or hyperlinks mentioned in this press release are for informational purposes and the contents thereof are not part of this press release.


1https://www.ahajournals.org/doi/10.1161/CIRCULATIONAHA.117.029400
2https://www.ahajournals.org/doi/10.1161/JAHA.118.010440
3 FDA PMA P160039

To view this piece of content from cts.businesswire.com, please give your consent at the top of this page.

Contact information

Media:
Matt Hogan
ZOLL Medical Corporation
978-805-6561
media@zoll.com

Itamar Medical Investor Relations (U.S.)
Leigh Salvo
Gilmartin Group
Phone: +1-510-693-5238
investors@itamar-medical.com

About Business Wire

Business Wire
Business Wire



Subscribe to releases from Business Wire

Subscribe to all the latest releases from Business Wire by registering your e-mail address below. You can unsubscribe at any time.

Latest releases from Business Wire

Celltrion’s monoclonal antibody treatment for COVID-19, regdanvimab (CT-P59) becomes the first authorized COVID-19 treatment approved from the Korean Ministry of Food and Drug Safety (MFDS)18.9.2021 15:34:00 CEST | Press release

Celltrion Group announced that the Korean Ministry of Food and Drug Safety (MFDS) approved regdanvimab (CT-P59), a monoclonal antibody treatment for COVID-19 for the extended use in elderly patients aged 50 years and over, or with at least one underlying medical condition (the obese, cardiovascular disease, chronic lung disease, diabetes, chronic kidney disease, chronic liver disease, and patients with immunosuppressive agents) with mild symptoms of COVID-19, and adult patients with moderate symptoms of COVID-19. This marks the first time a monoclonal antibody treatment for COVID-19 has received a full approval to treat patients with COVID-19 from the Korean MFDS. In February, the Korean MFDS granted a Conditional Marketing Authorisation (CMA) for the emergency use of regdanvimab (CT-P59) and allowed the use of CT-P59 in adult patients aged 60 years and over, or with at least one underlying medical condition (cardiovascular, chronic respiratory disease, diabetes, high blood pressure) w

Ipsen: ESMO 2021: Cabometyx ® Demonstrates Sustained 78% Reduction in Risk of Disease Progression or Death in People Living With Uncommon Form of Thyroid Cancer18.9.2021 06:30:00 CEST | Press release

Regulatory News: Ipsen (Euronext: IPN; ADR: IPSEY) today announced presentation of new analyses at the European Society for Medical Oncology (ESMO) Congress 2021 across different forms of cancer for people treated with Cabometyx® (cabozantinib). Of note, the final analysis of the pivotal Phase III COSMIC-311 trial (Abstract LBA67) will be presented, with Cabometyx demonstrating a clinically meaningful, sustained efficacy benefit versus placebo in people living with previously treated radioactive iodine-refractory differentiated thyroid cancer (RAI-R DTC). With a median follow-up of 10.1 months, Cabometyx continued to demonstrate superior median progression-free survival (mPFS) with a reduction in the risk of disease progression or death of 78% versus placebo (hazard ratio [HR]: 0.22, 96% confidence interval [CI]: 0.15-0.32; p<0.0001).1 This final analysis is consistent with data from the interim analysis, presented at the American Society of Clinical Oncology (ASCO) Annual Meeting 2021

Unifrax Hosts Groundbreaking Ceremony for SiFAB™ Manufacturing Line17.9.2021 20:46:00 CEST | Press release

Today, Unifrax, a leading manufacturer of high-performance specialty materials, held a ceremonial event celebrating its first large-scale SiFAB™ Silicon Fiber Anode Battery Technology manufacturing line, which is currently under construction at the company’s north central Indiana facility. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210917005495/en/ Unifrax team celebrates SiFAB groundbreaking at New Carlisle plant. (Photo: Business Wire) The event recognized Unifrax’s ongoing partnership with the State of Indiana and St. Joseph County, along with SiFAB’s continued progress. Unifrax executives, along with the SiFAB manufacturing team and local and state government officials, kicked off the ceremony at 10 a.m. EDT at the New Carlisle, IN plant, with remarks by John Dandolph, president and CEO, Unifrax. “Through the support of the State of Indiana and St. Joseph County, we have the ability to leverage our existing New Carli

Prince William announces 15 Finalists for inaugural year of the £50 million Earthshot Prize17.9.2021 19:01:00 CEST | Press release

The Earthshot Prize announces today its first-ever shortlist of 15 Finalists, each with a chance of winning £1million to support their innovative environmental solutions to the greatest challenges facing the planet. Prince William said: "Over half a century ago, President Kennedy’s ‘Moonshot’ programme united millions of people around the goal of reaching the moon. Inspired by this, The Earthshot Prize aims to mobilise collective action around our unique ability to innovate, problem solve and repair our planet. “I am honoured to introduce the 15 innovators, leaders, and visionaries who are the first ever Finalists for The Earthshot Prize. They are working with the urgency required in this decisive decade for life on Earth and will inspire all of us with their optimism in our ability to rise to the greatest challenges in human history.” Launched by Prince William and The Royal Foundation in October 2020, The Earthshot Prize is the most prestigious global environment prize in history. Li

Wipro Announces Co-innovation Space with Google Cloud17.9.2021 15:32:00 CEST | Press release

Wipro Limited (NYSE: WIT, BSE: 507685, NSE: WIPRO), a leading global information technology, consulting and business process services company, today announced the launch of the Wipro-Google Cloud Innovation Arena in Bangalore, India. This cloud collaboration space will provide in-house technical expertise, ensure seamless cloud adoption, and accelerate innovation to drive business transformation for customers. By combining the expertise and resources of Wipro FullStride Cloud Services and Google Cloud, this jointly developed innovation center will offer a unique combination of people, processes, and platforms that will collectively create a futuristic experience for customers globally. This state-of-the-art arena will showcase the talent, tools and best practices required to develop and deploy applications on Google Cloud. Jason Eichenholz, Senior Vice President, Global Head of Ecosystems & Partnerships, Wipro Limited said, “We are excited to strengthen our partnership with Google Clou

Zynga Announces ReVamp, the First Multiplayer Social Deception Game For Snapchat17.9.2021 15:00:00 CEST | Press release

Zynga Inc. (Nasdaq: ZNGA), a global leader in interactive entertainment, announced today that ReVamp, an upcoming multiplayer social deception game, will launch soon in select markets exclusively for Snapchat. The vampire-themed game will be the first social deception title on Snapchat, giving Snapchatters their first chance to sink their teeth into this popular genre. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210917005012/en/ Zynga Announces ReVamp, the First Multiplayer Social Deception Game For Snapchat (Graphic: Business Wire) ReVamp is a real-time multiplayer imposter game where players aim to reveal who the vampire player is among their group of friends while they renovate the rooms of an old mansion. In the game, human players must complete renovation tasks, such as demolition and building, to improve their chances of survival while identifying and defeating the vampire during the voting phase. Vampire players mu

BeiGene Receives Positive CHMP Opinion for BRUKINSA ® (Zanubrutinib) for the Treatment of Adults with Waldenström’s Macroglobulinemia17.9.2021 14:00:00 CEST | Press release

BeiGene (NASDAQ: BGNE; HKEX: 06160) today announced the Committee for Medicinal Products for Human Use (CHMP) of the European Medicines Agency (EMA) has adopted a positive opinion, recommending approval of BRUKINSA (zanubrutinib) for the treatment of adult patients with Waldenström’s macroglobulinemia (WM) who have received at least one prior therapy or first-line treatment for patients unsuitable for chemo-immunotherapy. “Bruton’s tyrosine kinase (BTK) inhibitors have emerged as a promising treatment for WM, yet treatment discontinuation due to lack of response or side effects remains a concern,” said Prof. Christian Buske, Medical Director at the University Hospital Ulm, Germany, and a trial investigator of the ASPEN study. “The ASPEN trial demonstrated that BRUKINSA provided deep and durable responses and offered substantial improvements in safety and tolerability over standard therapy. Patients in Europe with WM may soon have a new treatment option that can offer improved outcomes.

In our pressroom you can read all our latest releases, find our press contacts, images, documents and other relevant information about us.

Visit our pressroom