KKR clears key antitrust hurdle in $5.7 billion Integer Holdings buyout

Integer Holdings Corp. said Wednesday that antitrust regulators have cleared the way for its roughly $5.7 billion sale to KKR, ending the waiting period required under federal merger law and removing one of the last major hurdles to closing the deal.

In a filing with the Securities and Exchange Commission, Integer said it received early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act in connection with its pending acquisition by investment funds affiliated with KKR. The company said the termination "satisfies one key closing condition," though the deal remains subject to approval from Integer stockholders and other customary conditions.

A premium buyout for a device maker

Under the terms of the merger agreement, signed Aug. 2, KKR will pay $127 per share in cash for Integer, a premium of roughly 52% over the stock's closing price on April 29 — the day before the company announced it was exploring strategic alternatives. Integer Holdings, headquartered in Plano, Texas, is one of the world's largest contract manufacturers of medical devices, supplying components and finished products to the cardiovascular, cardiac rhythm management and neuromodulation markets under its Greatbatch Medical and Lake Region Medical brands.

"This transaction recognizes the strength of Integer's business and our long-term growth opportunities, while providing stockholders with immediate and certain value," Integer Chief Executive Payman Khales said when the deal was first announced in August.

KKR partner Max Lin called Integer "an exceptional platform with highly differentiated capabilities across a global manufacturing footprint and a talented team operating in attractive, durable end-markets."

What happens next

Integer has scheduled a special meeting of stockholders for Oct. 21 to vote on adopting the merger agreement. If approved, along with the receipt of any remaining regulatory sign-offs, the company expects the transaction to close before the end of 2026. Once complete, Integer would become a privately held company and its shares would be removed from the New York Stock Exchange, where they trade under the ticker ITGR.

KKR has said it plans to extend an employee ownership program to Integer's workforce as part of the transaction, an approach the private equity firm has applied across a number of its industrial and manufacturing portfolio companies in recent years.

The HSR clearance is among the more straightforward steps in large take-private deals, but it is closely watched by investors as a signal of how smoothly a transaction is likely to proceed through the rest of the regulatory process. With that condition now satisfied, attention turns to the Oct. 21 stockholder vote as the next major checkpoint before the deal can close.