STERIS and Synergy Health close $6.2 billion cash and stock combination

Client(s) STERIS Corporation

Jones Day represented STERIS Corporation in its combination with Synergy Health plc in a cash and stock transaction. STERIS Corporation is a major provider of infection prevention and other procedural products and services, focused primarily on health care, medical devices, pharmaceutical, and research.

STERIS Corporation established STERIS plc, which is incorporated in England and Wales, to undertake the transaction. Following completion of the combination, STERIS plc is the holding company of Synergy (by way of a court approved scheme of arrangement) and STERIS Corporation (by way of a merger governed by Ohio and Delaware law).

In May 2015, the United States Federal Trade Commission issued an administrative complaint challenging the combination and sought a preliminary injunction to enjoin the transaction. The U.S. District Court for the Northern District of Ohio denied the FTC's request for an injunction and on October 30, 2015, the FTC announced that it had determined not to pursue the administrative proceedings and that it had formally dismissed its administrative complaint.

At the time of closing, Synergy's former shareholders held approximately 30 percent of STERIS plc and STERIS stockholders approximately 70 percent.

STERIS plc's shares are listed on the New York Stock Exchange.

STERIS plc is expected to have a combined revenue of approximately $2.6 billion and will employ approximately 14,000 people throughout its operations in over 60 countries around the world.

In addition to M&A representation, Jones Day provided antitrust, capital markets, UK banking, employee benefits, and tax advice regarding this transaction.