Masimo Corporation (NasdaqGS:MASI) reached agreement on the terms of a recommended cash offer to acquire LiDCO Group Plc (AIM:LID) from Herald Investment Management Limited, Eiffel Investment Group S.A.S., Vermeer Partners, P Brewer and others for £30.4 million on November 2, 2020. Under the terms, Masimo will pay £0.12 for each share of LiDCO. The Offer is being effected by means of a contractual takeover offer pursuant to Part 28 of the Companies Act. Masimo reserves the right to elect, with the consent of the Panel, to implement the Offer by way of a Scheme of Arrangement, as an alternative to the Offer. Directors of LiDCO holding approximately 37.7% stake have irrevocably undertaken to accept the offer. Approximately £31.2 million for the transaction will be funded entirely out of Masimo's cash resources made available to Masimo by way of an intercompany line of credit.

There is no requirement for funding from any third party providers of finance to Masimo for the Offer. Masimo intends to maintain the existing location of LiDCO's head office, manufacturing facilities and any other places of business. Masimo does not intend to make any material changes to existing contractual employment rights and terms and conditions of employment of the current management and employees of LiDCO. Peter Grant, Philip Cooper and James Wetrich, have agreed to resign with effect from cancellation of the admission to trading of LiDCO Shares on AIM.

Masimo intends, upon the Offer becoming or being declared unconditional, and subject to Masimo then controlling not less than 75% of LiDCO, to take the necessary actions to cancel the admission of LiDCO Shares on AIM and re-register LiDCO as a private limited company. Transaction is subject to minimum acceptance of 90% stake, shareholder acceptances, third party clearance, regulatory approval and CMA approval. Board of Directors of LiDCO unanimously approved the transaction and recommended shareholders to accept the offer. As on December 7, 2020, Masimo is pleased to announce that all of the conditions to the Offer have now been satisfied and the offer is hereby declared unconditional in all respects. The offer period will be from November 2, 2020 to November 23, 2020.

As of November 24, 2020, the tender offer has been extended until December 7, 2020. As on December 7, 2020, Masimo Corporation received the acceptance of 220.653597 LiDCO Shares, representing approximately 90.4% of the existing issued share capital of LiDCO. Having received valid acceptances under the Offer in respect of, or otherwise acquired, 90% or more of the LiDCO Shares by nominal value to which the Offer relates and 90% or more of the voting rights carried by LiDCO Shares to which the Offer relates, intends to exercise its rights pursuant to the provisions of Part 28 of the Companies Act to acquire compulsorily the remaining LiDCO Shares, in respect of which the Offer has not been accepted, on the same terms as the Offer. The tender offer will remain open till January 11, 2021.

Charles Cattaneo and Martyn Pilley of Cattaneo Corporate Finance Solutions Limited acted as financial advisors for Masimo. John Craven and Matt Alexander of Smith Square Partners LLP acted as financial advisors for LiDCO and fairness opinion provider for directors of LiDCO. Aubrey Powell and George Tzimas of Nplus1 Singer Advisory LLP acted as nomad advisors and brokers for LiDCO. Matthew Poxon, Suzanne Horne, Jiten Tank and Jeff Hartlin of Paul Hastings (Europe) LLP acted as the legal advisors to Masimo Corporation.

Masimo Corporation (NasdaqGS:MASI) completed the acquisition of LiDCO Group Plc (AIM:LID) from Herald Investment Management Limited, Eiffel Investment Group S.A.S., Vermeer Partners, P Brewer and others in December 2020. As of January 11, 2021, Masimo had received valid acceptances of the Offer in respect of 205,981,027 LiDCO Shares, representing approximately 81.9% of the existing issued share capital of LiDCO. On January 11, 2021, Masimo had acquired a total of 42,011,108 LiDCO Shares representing approximately 16.6% of the existing issued share capital of LiDCO. Accordingly, on January 11, 2021, Masimo had received valid acceptances of the Offer in respect of, or had acquired, in aggregate 247,992,135 LiDCO Shares representing approximately 97.74% of the existing issued share capital of LiDCO. Admission of LiDCO Shares to trading on AIM has been cancelled. Masimo has already gave a compulsory acquisition notices on December 22, 2020, pursuant to Section 979 of Part 28 of the Companies Act to those LiDCO Shareholders who had not accepted the Offer. As on February 2, 2021, Masimo Corporation completed the acquisition of 100% of LiDCO.