Stryker announces definitive agreement to acquire NOVADAQ Technologies Inc.

Stryker Corporation announced a definitive agreement to acquire NOVADAQ Technologies Inc. for US$11.75 per share, or US$701 million with a net purchase price of US$654 million, reflecting net cash of approximately US$47 million. NOVADAQ is a leading developer of fluorescence imaging technology that provides surgeons with visualization of blood flow in vessels, and related tissue perfusion in cardiac, cardiovascular, gastrointestinal, plastic, microsurgical, and reconstructive procedures.  NOVADAQ was founded in 2000 and is headquartered in Mississauga, Canada.

"This acquisition aligns with Stryker's focus on enabling our customers to see and do more by enhancing cross-specialty surgical visualization," stated Timothy J. Scannell, Group President, MedSurg and NeuroTechnology. "NOVADAQ'S unique innovative technology complements Stryker's advanced imaging portfolio and expands our product offerings into open and plastic reconstructive surgery. NOVADAQ'S innovative technology can reduce post-procedure complication rates and the cost of care for a broad variety of surgical treatments."

"This transformative transaction recognizes the exceptional value we have built at NOVADAQ. Moreover, we believe it creates a strong opportunity for NOVADAQ, its customers, partners, shareholders, and employees," said Rick Mangat, President and Chief Executive Officer of NOVADAQ. "I am proud of the impact our SPY and PINPOINT technology has made throughout the world in breast reconstruction and colorectal surgery, as well as other minimally invasive applications, and look forward to the additional progress we can make as part of Stryker's organization."

The transaction is structured as an arrangement under the Canada Business Corporations Act, subject to customary closing conditions, including approval by NOVADAQ'S shareholders and the Ontario Superior Court of Justice, the expiration or termination of the Hart-Scott-Rodino Antitrust Improvements Act waiting period and clearance under the Competition Act (Canada).  The transaction is expected to close at the end of the third quarter and is expected to be dilutive to Stryker's 2017 adjusted net earnings per diluted share by $0.03 - $0.05. There is no change to Stryker's 2017 estimated adjusted net earnings per diluted share, which is in the range of $6.35 - $6.45. For 2018, this transaction is expected to be neutral to Stryker's earnings and accretive thereafter.

Covington & Burling LLP and Osler, Hoskin & Harcourt LLP are serving as outside legal counsel for Stryker in connection with this transaction.