KKR’s Integer Acquisition Clears U.S. Antitrust Waiting Period Early

Integer Holdings said the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act ended early for its planned acquisition by KKR, clearing one of the U.S. regulatory conditions attached to the $5.7 billion deal. The development moves the medical-device manufacturer closer to becoming a privately held KKR portfolio company, but it does not complete the acquisition.

The timing is notable because the parties had filed their HSR notifications on August 31. Integer’s proxy materials said the standard waiting period was otherwise scheduled to expire at 11:59 p.m. Eastern Time on September 30, unless regulators requested additional information, the parties restarted the period, or it was terminated early. Integer announced the early termination on the morning of September 30.

The HSR waiting period ended ahead of its deadline

The Hart-Scott-Rodino process requires parties to certain mergers and acquisitions to notify the Federal Trade Commission and the Justice Department and observe a waiting period before closing. The FTC says the standard waiting period is 30 calendar days, except for certain cash tender offers and bankruptcy-related deals. Parties can request early termination, and the agencies may grant it when they determine that the proposed deal is unlikely to substantially lessen competition.

For Integer and KKR, early termination means the initial U.S. antitrust waiting-period condition has been satisfied. It is a narrower milestone than saying the entire acquisition has received all regulatory approvals. Integer said the deal still depends on stockholder approval and the satisfaction or waiver of other regulatory approvals and customary closing conditions.

The company continues to expect the acquisition to close by the end of 2026, subject to those remaining conditions. That timeline is unchanged from the parties’ original announcement. The next major scheduled event is Integer’s virtual special meeting of stockholders on October 21 at 9 a.m. Central Time, when investors will vote on adopting the merger agreement and related proposals.

KKR agreed to pay $127 a share for Integer

KKR and Integer announced the acquisition on August 3 after Integer completed a board-led strategic review. Under the agreement, an affiliate of investment funds managed by KKR will acquire all outstanding Integer shares for $127 each in cash, giving the company an enterprise value of about $5.7 billion.

The $127 price represented a premium of about 51.8% to Integer’s closing share price on April 29, the day before the company announced its strategic review, and 28.8% to the 30-day volume-weighted average price through July 31. Integer’s board unanimously approved the merger agreement and recommended that stockholders vote for it.

The sale process drew interest from several potential counterparties. Integer’s proxy materials show that the company and its advisers received outreach from 17 prospective parties after reports of investor interest and before the strategic review was announced. The final competitive phase included another bidder that offered $126 per share, while KKR submitted a best-and-final proposal of $127 per share. Integer chose to move forward with KKR and entered into exclusivity on July 31 before signing the merger agreement on August 2.

The acquisition is not subject to a financing contingency. KKR has said it plans to fund the purchase with equity from KKR-managed investment funds and committed debt financing. When the merger closes, Integer will become privately held and its common stock will no longer trade on the New York Stock Exchange.

Integer is a major medical-device manufacturing supplier

Integer is a contract development and manufacturing organization serving medical-device companies in areas including cardio and vascular products, cardiac rhythm management and neuromodulation. Its role is largely behind the scenes: the company designs and manufactures components, subassemblies and finished devices used by other medical-technology businesses.

The acquisition comes as Integer has been navigating a softer operating period. For the second quarter ended July 3, the company reported sales of $464 million, down 2.6% from a year earlier, while organic sales fell 1.5%. GAAP operating income from continuing operations dropped to $35 million from about $59 million a year earlier. Adjusted EBITDA was $95 million, down 4%.

Integer withdrew its previously issued financial outlook after announcing the KKR agreement, reflecting the pending change in ownership. The company also canceled the earnings call that had been scheduled for August 6. Those steps do not alter the merger consideration, which remains fixed at $127 per share under the signed agreement.

KKR has framed the investment as a long-term holding through its core private equity strategy. In communications filed with the SEC, KKR said it plans to support further investment in Integer’s people, manufacturing capabilities and customer relationships. It also intends to establish a broad-based employee ownership program after closing, consistent with programs it has used at other portfolio companies.

With the HSR waiting period now terminated, the U.S. antitrust timetable is no longer the immediate gating item it was when the merger was announced. The October 21 stockholder meeting is the next clearly scheduled decision point. If shareholders approve the merger and the remaining closing conditions are satisfied, Integer and KKR continue to target completion by the end of the year.