Integer Holdings Corp Announces $127/Share Merger with KKR Affiliates

What Happened

• Integer Holdings Corporation (ITGR) announced on August 2, 2026 that it entered into an Agreement and Plan of Merger with Armstrong Parent, Inc. and Armstrong Bidco, Inc., affiliates of investment funds managed by Kohlberg Kravis Roberts & Co. L.P. Under the agreement, Armstrong Bidco (Merger Sub) will merge into Integer, leaving Integer as a wholly owned subsidiary of Parent and converting each outstanding common share (subject to customary exceptions) into the right to receive $127 in cash per share at the effective time.
• The filing details how outstanding equity awards will be cashed out: vested RSUs/PSUs and settled PSUs will convert to cash at $127 per share; unvested RSUs and PSUs will be converted to cash with 50% paid soon after closing and 50% subject to original vesting service conditions (PSUs post‑closing vesting will be without performance conditions), and options will be cashed out for the in‑the‑money spread (or cancelled if out‑of‑the‑money).
• Parent has received equity and debt financing commitments, including an equity commitment from KKR Core II Holding Company LLC (with a limited guarantee to Integer) and a debt commitment letter from lenders. The merger is not conditioned on Parent obtaining financing.

Key Details

• Date of agreement: August 2, 2026. Merger Outside Date: May 2, 2027 if not consummated.
• Cash consideration: $127.00 per share in cash (no interest) for each outstanding common share (with standard exceptions).
• Closing conditions include: majority stockholder approval, expiration/termination of HSR and other antitrust/foreign investment waiting periods, no Company Material Adverse Effect, and accuracy of reps and warranties (customary qualifiers).
• Termination fees: Company Termination Fee of $154,000,000 (in certain circumstances if Company accepts a Superior Proposal, etc.); Parent Termination Fee of $307,000,000 (if Parent breaches and fails to close in specified circumstances).
• Corporate governance updates: Board approved an amended and restated bylaws adding forum selection provisions (Delaware Court of Chancery as exclusive forum for certain actions; federal courts for certain Securities Act/Exchange Act claims) and entered indemnification agreements with directors and officers.

Why It Matters

• If approved by Integer’s stockholders and required regulators, the transaction will result in a cash sale of Integer at $127 per share and the company becoming privately held under KKR‑affiliated ownership. Shareholders of record who do not seek appraisal will receive cash rather than continuing as public equity holders.
• The agreement provides certainty on treatment of employee equity (conversion to cash with vesting protections for certain unvested awards) and includes financing commitments and a limited guarantee from KKR’s fund, which reduces financing risk; however, the deal still requires stockholder approval and regulatory clearances before closing.
• The termination fee provisions and forum-selection bylaw change are notable governance and litigation‑risk elements investors should be aware of ahead of the proxy materials and stockholder vote.