Philips Holding USA Inc. entered into a definitive merger agreement to acquire BioTelemetry, Inc. (NasdaqGS:BEAT) for $2.5 billion on December 18, 2020. As reported, Philips will acquire BioTelemetry for $72 per share to be paid upon completion of the transaction. The transaction is structured as a cash tender offer by Philips for all of the issued and outstanding shares of BioTelemetry, to be followed by a merger in which each share of BioTelemetry not tendered in the tender offer (other than shares that are held by Philips and certain of its affiliates, and BioTelemetry) will be converted into the $72 per share price paid in the tender offer. The implied enterprise value is $2.8 billion, inclusive of BioTelemetry's ` and debt. BioTelemetry will be continuing as the surviving corporation and will be a wholly owned subsidiary of Philips Holding USA Inc. and the shares will no longer be publicly traded. BioTelemetry will have to pay a termination fee of $75 million as sell side termination fee to Philips if the transaction is terminated by BioTelemetry. Upon completion of the transaction, BioTelemetry and its approximately 1,900 employees will become part of Philips' Connected Care business segment. Post acquisition, Philips’ business integration leader, Nick Wilson, will partner closely with the business leadership team from BioTelemetry to identify a joint integration team to bring Philips and BioTelemetry, technology and people together and ensure a smooth and successful transition. Pursuant to the merger agreement, the transaction is subject to customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, minimum condition of 50% of the outstanding shares of BioTelemetry validly tendered and regulatory approval. The tender offer is not subject to any financing conditions. The Board of Directors of BioTelemetry and Philips has unanimously approved the transaction. The Boards of Directors of BioTelemetry recommended that BioTelemetry’s stockholders accept the offer and tender their shares in the Offer. As of January 4, 2021, the transaction entered amended number 1, entered amendment number 2 of January 7, 2021, and amendment number as 3 on January 20, 2021. Receipt of CFIUS clearance is not a condition to the consummation of the merger. On February 3, 2021, Philips Holding and BioTelemetry received clearance from CFIUS. The offer will expire on February 8, 2021, unless extended. The transaction is expected to be completed in the first quarter of 2021. The acquisition is expected to be adjusted EBITA margin accretive for Philips in 2021. Evercore Group L.L.C. acted as financial advisor while Matthew G. Hurd, Rita-Anne O’Neill, Eric Wang, Nader Mousavi, Renata Hesse, Michael Rosenthal, Eric Queen, Sophie Vandergrift, Matt Brennan, Chris Beatty, and Regina Readling of Sullivan & Cromwell acted as legal advisors to Philips in the transaction. Raymond James & Associates, Inc. acted as fairness opinion provider and financial advisor to BioTelemetry while M. Adel Aslani-Far, Laurie L. Green, Mindy B. Leathe, Noam Lipshitz, Matthew W. Miller, Flora R. Perez, and Matthew W. Miller of Greenberg Traurig, LLP acted as legal advisors to BioTelemetry.