KKR to take Integer private at $127 per share, 51.8% premium

KKR agreed to acquire Integer Holdings for $127 per share in cash, valuing the medical device contract manufacturer at approximately $5.7 billion enterprise value, a 51.8 percent premium to the April 29 closing price.

"Integer is an exceptional platform with highly differentiated capabilities across a global manufacturing footprint, a track record for quality and reliability, and a talented team operating in attractive, durable end-markets," said Max Lin, Partner at KKR.

The all-cash deal follows a strategic review Integer launched April 30 after receiving expressions of interest. The board unanimously approved the transaction and recommends stockholders vote in favor. Closing is expected by year-end, subject to stockholder and regulatory approvals, and is not contingent on financing. KKR will fund the purchase through equity from its managed funds and committed debt financing. Integer will become a private company and its shares will be delisted from the NYSE.

The transaction delivers a 28.8 percent premium to Integer's 30-day volume-weighted average price as of July 31 and ends a process that began with the company's April 30 strategic review, prompted in part by activist investor Irenic Capital Management's 3.72 percent stake. Integer also withdrew its 2026 financial outlook and cancelled its August 6 earnings call. The stock closed at $123.75 on Monday, up 2.1 percent, after surging 20.2 percent to $121.21 on Friday following reports of the deal.

Integer, one of the largest medical device contract development and manufacturing organizations globally, serves the cardio and vascular, neuromodulation, and cardiac rhythm management markets through brands including Greatbatch Medical and Lake Region Medical. The company employs approximately 11,000 associates across a global manufacturing footprint.

The deal values Integer at roughly 14.4 times its 2026 adjusted EBITDA midpoint of $387 million, based on the $5.7 billion enterprise value. The company's first-quarter results showed sluggish growth ahead of the transaction: revenue edged up 0.5 percent year-on-year to $439.6 million, while adjusted EBITDA fell 7 percent to $85.1 million and adjusted earnings dropped 8.4 percent to $1.20 per share. Net debt stood at $1.264 billion, with leverage at 3.2 times adjusted EBITDA.

Integer's management had lowered its 2026 outlook in April, cutting the sales midpoint by 1.7 percent to $1.82 billion, adjusted EBITDA by 3.9 percent to $387 million, and adjusted EPS by 6.4 percent to $6.12. CEO Payman Khales said at the time it was "prudent to further risk adjust our outlook."

The stock's Friday surge of 20.2 percent to $121.21 came after The Wall Street Journal reported KKR was near a deal, with trading volume reaching 2.61 million shares, 6.1 times the 20-session average. Integer outperformed the S&P 500 by about 19.5 percentage points on Friday, as the index added 0.70 percent while the Nasdaq Composite jumped 1.00 percent. The pre-deal analyst consensus had an average price target of $106, with the highest at $115 — both below Friday's closing price.

Deal structure and advisors

Goldman Sachs & Co. is serving as Integer's exclusive financial advisor, with Davis Polk & Wardwell as legal counsel. Centerview Partners, Barclays, Citi, and Raymond James are advising KKR, with Kirkland & Ellis as legal advisor. Citi, KKR Capital Markets, Barclays, UBS, and Jefferies will act as lead arrangers for the debt financing.

The transaction is not subject to a financing contingency, and KKR will fund the purchase through a combination of equity from its managed funds and committed debt. Integer stockholders will receive $127 per share in cash, and the company's shares will be delisted from the NYSE upon closing.

The transaction follows a pattern of private equity consolidation in medical device contract manufacturing. KKR said it intends to establish a broad-based employee ownership program at Integer after closing, consistent with its approach since 2011 of awarding billions of dollars in equity value to more than 200,000 non-senior management employees across over 90 companies.

What happens next

The deal requires stockholder approval and regulatory clearances, with closing expected by year-end. Integer has withdrawn its previously issued financial outlook and will not host its scheduled August 6 earnings call. The company reported second-quarter results in a separate release on Monday.

For investors who bought Integer shares before the strategic review announcement, the deal locks in a substantial gain. At $127 per share, the transaction represents a 51.8 percent premium to the April 29 closing price and a 28.8 percent premium to the 30-day VWAP as of July 31.

This article is for informational purposes only and does not constitute investment advice.