Owens & Minor Inc. (NYSE:OMI) entered into a definitive agreement to acquire Medical Action Industries Inc. (NasdaqGS:MDCI) from Paul D. Meringolo, Dimensional Fund Advisors LP, GAMCO Investors, FMR LLC, Mario J. Gabelli and other shareholders for approximately $230 million in cash on June 24, 2014. As per the agreement, Owens & Minor will pay $13.8 per share in cash for every shares of Medical Action Industries' common stock. Each exercisable option will be paid $13.8 in cash. Each option with a per share exercise price in excess of $13.8 will be cancelled. Owens & Minor will also assume Medical Action's remaining outstanding debt net of cash. Owens & Minor intends to fund the transaction with cash on-hands which also include proceeds of the $550 million of senior notes priced on September 11, 2014. On closing, Medical Action Industries will operate as a wholly owned subsidiary of Owens & Minor. Medical Action Industries will pay Owens & Minor a termination fee of $9.31 million.

The transaction is subject to customary closing conditions, including the approval by Medical Action Industries' shareholders, the absence of certain legal impediments to the closing of the transaction, the early termination or expiration of the waiting period under the Hart Scott Rodino Antitrust Improvements Act of 1976, and regulatory clearances. Board of Directors of Owens & Minor has approved the transaction. Medical Action Industries' Board of Directors has unanimously approved the transaction. Medical Action Industries' Board of Directors will recommend shareholders to approve the transaction. As of July 25, 2014, Federal Trade Commission approved the deal. The transaction is expected to close in the fourth quarter of 2014 and is expected to be accretive to Owens & Minor's non-GAAP net income in 2015. As of September 15, 2014, Medical Action has scheduled a special meeting of stockholders on September 29, 2014, for the purpose of voting on the adoption of the merger agreement. As of September 23, 2014, Medical Action's Board of Directors recommends that the stockholders vote for the proposal to adopt the merger agreement.

Mario Ponce, Elizabeth Cooper, Michael T. Holick and Judy Huang, Brian Robbins, Alina Finkelshteyn, Nelli Zaltsman, Andrew Lacy, Ellen Frye, John Creed, Devin Heckman, Adeeb Fadil, Krista McManus and Jodie Pimentel of Simpson Thacher & Bartlett LLP acted as legal advisor to Owens & Minor. Michael Swidler, Dan Komarek, Julia Tong, Jessica Bennett, Cliff Thau, Steven Paradise, Temilola Sobowale, Billy Vigdor, David D'Alessandro and Jared Whalen of Vinson and Elkins LLP acted as legal advisors to Medical Action Industries. Canaccord Genuity Inc. acted as the financial advisor to the Board of Directors of Medical Action Industries. Morgan Stanley acted as financial advisor to Owens & Minor, Inc. Morrow & Co., LLC acted as proxy solicitor for Medical Action Industries. Medical Action Industries agreed to pay Canaccord Genuity a fee of approximately $3.3 million for its services, $0.25 million of which was payable upon the rendering of Canaccord Genuity's opinion and the remainder of which is contingent upon consummation of the Merger