English company given all clear to be sold to foreign owners

In a landmark decision, Cerus Endovascular Ltd, a leading medical supplies company in England and California, has secured court approval for its acquisition by foreign giant Stryker Holdings BV. The court greenlit a scheme of arrangement under the Companies Act 2006, paving the way for the sale that would see Cerus become part of Stryker Corp, a renowned US medical technology powerhouse.

An English medical supplies business has been given court approval to be sold to a foreign-owned company. Cerus Endovascular Ltd asked the court to sanction a scheme of arrangement under the Companies Act 2006 to bring about its sale to Stryker Holdings BV. Cerus was a private limited company based in England and California that designed and manufactured products used by neurologists to treat haemorrhagic strokes. A US company, Stryker Corp, a leading medical technology company, had agreed to acquire Cerus. The scheme was recommended by Cerus’ directors and had been approved at a single meeting of shareholders by the necessary statutory majorities. The consideration for the transfer of scheme shares consisted of an initial tranche of $275 million and further milestone payments of up to $225 million. On the scheme becoming effective, a 2013 investment agreement between Cerus and some of its shareholders would terminate, other than those clauses expressed in the agreement to survive termination, and all claims arising from it would be released.

Just before the sanction hearing Stryker Corp had assigned its interest in the scheme to Stryker Holdings BV, its wholly owned subsidiary. Scheme shareholders had been given notice of the assignment. The Companies Court granted the application. It was satisfied that the directions for the meeting given at the convening hearing had been complied with, the explanatory statement was compliant, and shareholders had been given proper notice and documentation. The shareholders' meeting to consider the scheme had been properly conducted and the statutory majorities had been achieved. 

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