Medtronic plc (NYSE:MDT) entered into a definitive agreement to acquire Intersect ENT, Inc. (NasdaqGM:XENT) for approximately $970 million on August 6, 2021. Medtronic will acquire all outstanding shares of Intersect ENT for $28.25 per share in an all-cash transaction implying an enterprise value of approximately $1.1 billion. Until the closing of transaction, Medtronic and Intersect ENT will continue to operate independently. Medtronic plc will pay a termination fee of $75 million and Intersect ENT, Inc. will pay a termination fee of $29.25 million in the event of termination.

Until time of closing, Tom West will continue to serve as President and Chief Executive Officer of Intersect ENT, Inc. and the current Board, inclusive of Tom, will maintain its governance responsibility as well. Actual integration of employees, systems or other operations is not allowed. As of August 16, 2021, no guarantees can be made at this time as to future employment of employees of Intersect ENT, Inc. after the close of the deal. The acquisition is subject to the satisfaction of customary closing conditions, including receipt of regulatory clearances, expiration or termination of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and under certain foreign antitrust or competition laws and approval by Intersect ENT's stockholders. On September 22, 2021, Intersect and Medtronic each received a request for additional information and documentary materials (the “Second Request”) from the Federal Trade Commission. The boards of directors of both companies have unanimously approved the transaction. The Intersect ENT Board unanimously recommends, on behalf of Intersect ENT, that the shareholders vote “FOR” the adoption of the Merger Agreement. As of September 27, 2021, the transaction has been approved under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. On October 8, 2021, the transaction was approved by Intersect ENT's shareholders. On May 9, 2022, the U.S. Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”) with respect to the Merger. With early termination granted under the HSR Act, the transaction has now received all applicable antitrust regulatory approvals. The acquisition is expected to close toward the end of Medtronic's current fiscal year. As of August 13, 2021, the deal is estimated to close in the Spring of 2022. As of August 16, 2021, the transaction is expected to be completed towards the end of Medtronic's current fiscal year ending April 30, 2022. As of March 3, 2022, the transaction is expected to close in the first quarter of fiscal year 2023. As of November 2, 2021, ENT believes the acquisition remains on track to close toward the end of Medtronic's current fiscal year, April 30, 2022. Following close, the transaction is expected to be accretive to Medtronic's weighted average market growth rate (WAMGR), and neutral to Medtronic's adjusted earnings per share in the first twelve months and accretive thereafter.

Perella Weinberg Partners LP acted as the financial advisor and Chris Comeau, Tara Fisher, Aileen Kim, Mike McFalls, Jonathan Klarfeld, Samer Musallam, Ruchit Patel, Leo Arnaboldi, Renata Ferrari, Deidre Johnson and Lisa Kaltenbrunner of Ropes & Gray LLP acted as the legal advisors to Medtronic. Goldman Sachs & Co. LLC acted as the financial advisor and fairness opinion provider and Steve Tonsfeldt, Matthew Hemington, Kevin Cooper, Matthew Silverman, Kenn Guernsey, John McKenna, Jacqueline Grise, Christine Graham, Stella Sarma and Brett White of Cooley LLP acted as the legal advisors to Intersect ENT. Intersect ENT has agreed to pay Goldman Sachs a transaction fee of approximately $18 million. Computershare Trust Company, National Association is the transfer agent for shares of Intersect ENT. Intersect ENT retained MacKenzie Partners, Inc. to solicit proxies in connection with the Special Meeting at a cost of approximately $18,500 plus expenses.