SRI/Surgical Express to be acquired by Synergy Health plc

Synergy Health plc and SRI/Surgical Express announced they have entered into a definitive merger agreement. Under the terms of the agreement, a subsidiary of Synergy Health will acquire all of the outstanding shares of common stock of SRI for $3.70 per share in cash through a cash tender offer followed by a merger. The transaction is valued in the aggregate at approximately $25.06M in equity value and $38.45M in enterprise value. The cash consideration represents a premium of approximately 17% to SRI's closing share price on Sept. 13, 2011, the last trading day before SRI announced that it would explore strategic alternatives. The agreement has been unanimously approved by each company's Board of Directors. Under the terms of the merger agreement, the parties anticipate that the Merger Sub will commence a tender offer for all of the outstanding shares of SRI before June 18, 2012. If the first step tender offer is successfully completed, the Merger Sub will acquire any of the SRI shares of common stock not tendered in the tender offer through a second step merger transaction in which the remaining SRI shares are converted into a right to receive the same consideration per share as paid in the tender offer. SRI has exempted the transactions contemplated by the merger agreement from its shareholder rights plan. The tender offer transaction, which is subject to customary closing conditions, is expected to close by July 16, 2012.