STERIS plc (NYSE:STE) signed a definitive agreement to acquire Cantel Medical Corp. (NYSE:CMD) from Charles M. Diker, Mark N. Diker, Diker Management LLC, Champlain Investment Partners, LLC, Brown Capital Management, LLC and others for $3.6 billion on January 12, 2021. Under the terms of the agreement, STERIS will acquire Cantel in a cash and stock transaction valued at $84.66 per Cantel common share. Under the terms of the agreement, Cantel common stockholders will receive approximately $16.93 in cash and 0.33787 of a STERIS ordinary share. This represents a total equity value of approximately $3.6 billion and a total enterprise value of approximately $4.6 billion, including Cantel's net debt and convertible notes. Cantel shareholders will hold approximately 14.3% of STERIS shares following the completion of the transaction. STERIS expects to fund the cash portion of the transaction consideration and repay a significant amount of Cantel's existing debt with approximately $2.1 billion of new debt and has obtained fully committed bridge financing from JPMorgan Chase Bank, N.A. In case of termination of the transaction, Cantel will pay a termination fee of $127.4 million to STERIS. There will be no change to the STERIS Board of Directors as a result of the transaction. Walter M Rosebrough, Jr. expected to serve as STERIS's President and Chief Executive.

The transaction is pending customary closing conditions including the receipt of certain governmental and regulatory approvals, the expiration or termination of the waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act; approval by Cantel stockholders; the STERIS shares to be issued in merger have been approved for listing on the New York Stock Exchange; the accuracy of the representations and warranties under the merger agreement; the Form S-4 to be filed by STERIS in connection with the merger agreement being declared effective; and qualification of merger under specific tax code. The agreement has been unanimously approved by the Boards of Directors of both STERIS and Cantel. Charles M. Diker, Chairman of the Cantel Board of Directors, has separately entered into a voting support agreement along with certain other entities collectively holding approximately 10.4% of Cantel's outstanding shares in favour of adoption of merger agreement. As of March 31, 2021, the waiting period under the HSR Act expired. As of April 27, 2021, all required pre-closing regulatory approvals or clearances have been obtained. As of April 29, 2021, the transaction approved by the shareholders of Cantel Medical. As of April 27, 2021, the transaction is expected to close on June 2, 2021. The transaction is accretive to adjusted earnings per diluted share in year one.

Guggenheim Securities is serving as financial advisor and fairness opinion provider to STERIS. James P. Dougherty, Erin de la Mare and Brett Barragate of Jones Day are serving as legal counsels to STERIS. Centerview Partners LLC is serving as exclusive financial advisor and fairness opinion provider to Cantel. Michael Aiello of Weil, Gotshal & Manges acted as legal advisor to Centerview Partners. Igor Kirman, Victor Goldfeld, Damian Didden, Adam Shapiro, Michael Benn and Tijana Dvornic of Wachtell, Lipton, Rosen & Katz are serving as legal counsels to Cantel. Dan Kay, Art Robinson, John O. Connell, Jonathan Cantor, Andrew Blau and Michael Isby of Simpson Thacher & Bartlett LLP acted as legal advisor to J.P. Morgan in the transaction. American Stock Transfer & Trust Company acted as transfer agent and MacKenzie Partners, Inc. acted as information agent to Cantel for a fee of approximately $30,000. In connection with Centerview's services as the financial advisor, Cantel has agreed to pay Centerview an aggregate fee of approximately $67 million, $2.5 million of which was payable upon the rendering of Centerview's opinion and the remainder of which is payable contingent upon consummation of the merger.

STERIS plc (NYSE:STE) completed the acquisition of Cantel Medical Corp. (NYSE:CMD) from Charles M. Diker, Mark N. Diker, Diker Management LLC, Champlain Investment Partners, LLC, Brown Capital Management, LLC and others on June 2, 2021. Weil, Gotshal & Manges LLP acted as legal advisor to Centerview Partners LLC.