Astorg, a leading pan-European private equity firm, announced the completion of its take-private of Hamilton Thorne, and simultaneous acquisition of Cook Medical’s Reproductive Health business.
Cook Medical RH brings a leading portfolio of ART consumables and equipment including ovum aspiration needles, catheters, and pipettes. Hamilton Thorne brings a leading ART portfolio of precision instruments, consumables, software, and services.
Upon closing, Astorg acquired 100 percent of the issued and outstanding common shares of Hamilton Thorne for $2.25 per common share in cash, representing an enterprise value of approximately $388 million (US$282 million). Astorg is expected to combine Hamilton Thorne and the ART business of Cook Medical in 2025.
Daniel Thorne and FAX Capital Corp. have agreed to effectively roll, in the aggregate, approximately 21.3 million company shares at an implied value per company share equal to the transaction consideration, being $2.25 per company share, and will directly or indirectly acquire equity in the resulting combined entity.
The transactions closed on December 2, 2024.
Stikeman Elliott LLP and Weil, Gotshal & Manges LLP are acting as legal counsel to Astorg, with Jefferies Securities, Inc. as the exclusive financial advisor.
The Stikeman Elliott team included John Ciardullo, John Laffin, Navin Kissoonn, Ian Gilliland, Asha Gordon (M&A), John O'Connor, Robbie Wang (Tax), Neil Shapiro, Ben Buckler (Real Estate), Jeilah Chan (IP), Sara Zborovski, Ian Trimble (Health Regulatory), Natasha vandenHoven (Pensions & Benefits), Shawn Smith (Technology); Khalfan Khalfan (Employment), Michael Kilby (Regulatory).
Dentons Canada LLP is acting as legal counsel to Hamilton Thorne, with Piper Sandler & Co. as the exclusive financial advisor. Norton Rose Fulbright Canada LLP is acting as legal counsel to the Hamilton Thorne special committee, with Stifel GMP as the independent financial advisor.
Cassels Brock & Blackwell LLP is representing FAX Capital with a team that included Jay Goldman, Lindsay Clements, Frank Robinson, Jeff Mikelberg, Pejman (PJ) Esfandiari, Zeke Purves-Smith.