Med Platform II, a fund managed by ArchiMed SAS entered into a definitive agreement to acquire Natus Medical Incorporated (NasdaqGS:NTUS) from a group of shareholders for approximately $1.2 billion on April 17, 2022. Under the terms of the agreement, Natus shareholders will receive $33.50 in cash for each share of Natus common stock. The transaction has fully committed equity financing from MED Platform II S.L.P. pursuant to which MED Platform has committed to invest up to $840 million for the purpose of financing the transaction. In addition, Jefferies Finance LLC has committed to provide a senior secured term loan of $400 million and a senior secured revolving credit facility for $50 million for the purposes of financing under the committed debt financing in the transaction. There are no financing conditions associated with the transaction. Under the terms of the merger agreement, Natus may solicit proposals from third parties for a period of 30 days continuing through May 17, 2022 (the “Go-Shop Period”), and in certain cases for a period of 35 days continuing through May 22, 2022. Natus Medical will pay a termination fee is $39.5 million and ArchiMed will pay a termination fee $79 million.

The transaction is subject to customary closing conditions, including approval by Natus shareholders, receipt of regulatory approvals and expiration or termination of any waiting periods applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and certain other applicable foreign antitrust laws and foreign direct investment laws of certain other jurisdictions. Natus' Board of Directors has unanimously approved the merger agreement. The ArchiMed board has also approved the transaction. As of July 6, 2022, the shareholders of Natus has approved the deal. The transaction is expected to close in the third quarter of 2022.

Harrison Callaway, Adam Kohn, Declan Quirke, Declan Quirke, Brian Kim and Melissa Chan of Stifel, Nicolaus & Company, Incorporated acted as the financial advisor and fairness opinion provider to Natus, and Evan Rosen, Jennifer S. Conway, David R. Bauer, Corey M. Goodman, Hilary Dengel, Howard Shelanski, Kevin A. Brown and Paul S. Scrivano of Davis Polk & Wardwell LLP acted as the legal advisor to Natus. Bret Stancil, Luke J. Bergstrom, Scott Ollivierre, Amanda Reeves, Héctor Armengod, Patrick English, Grace Lee, Julie Crisp, Anthony Klein, Heather Deixler, James Barker, Les Carnegie, Shira Bressler, Christopher Norton and Eric Leon of Latham & Watkins LLP acted as the legal advisor to ArchiMed SAS. Jefferies LLC acted as the financial advisor to ArchiMed SAS in the transaction. MacKenzie Partners, Inc. acted as the information agent to Natus Medical and will receive a fee of $0.02 million for its services. Natus agreed to pay Stifel a fee for its services of approximately $18 million, $1.5 million of which became payable upon the delivery of the Opinion, and the remaining portion of which is contingent upon the closing of the Merger. Broadridge Financial Solutions, Inc. acted as the transfer agent to Natus in the transaction. Mike O'Bryan of Morrison & Foerster LLP acted as legal advisor to Natus Medical Incorporated.

Med Platform II, a fund managed by ArchiMed SAS completed the acquisition of Natus Medical Incorporated (NasdaqGS:NTUS) from a group of shareholders on July 21, 2022. In conjunction with the closing of the transaction, Natus Chief Commercial Officer Austin F. Noll III was promoted to President of Natus. Morris, Nichols, Arsht & Tunnell LLP acted as legal advisor to Natus Medical Incorporated.