The stock is trading near the deal price ($126.00 on Sept 11 vs $127.00 offer), implying high market confidence in closing. The primary risk is regulatory — HSR Act waiting period expires Sept 30 but could be extended via second request. Stockholders should vote FOR the merger; those seeking appraisal must strictly follow Delaware law procedures. Monitor for any competing bids before the special meeting, though the 51.8% premium and $154M termination fee make a topping bid unlikely.
Price Chart
Executive Summary
Integer Holdings Corp (ITGR) has entered into a definitive merger agreement to be acquired by affiliates of KKR & Co. Inc. for $127.00 per share in cash, representing a ~51.8% premium over the unaffected price of $83.67. The transaction is structured as a tender offer followed by a merger, with ITGR becoming a wholly owned subsidiary of KKR. The special meeting of stockholders to vote on the merger is scheduled for October 21, 2026, with a record date of September 8, 2026. The deal is expected to close by the end of 2026, subject to stockholder approval, HSR Act clearance, and other customary conditions.
Key Financial Metrics
Key Facts
- Merger consideration: $127.00 per share in cash, all-cash transaction
- Premium: ~51.8% over unaffected closing price of $83.67 on April 29, 2026
- Acquirer: Affiliates of KKR & Co. Inc. via Armstrong Parent, Inc. and Armstrong Bidco, Inc.
- Total equity value: ~$4.3B based on ~33.997M shares outstanding
- ITGR board unanimously recommends FOR the merger agreement proposal
- Special meeting: October 21, 2026, virtual-only; record date September 8, 2026
- Required vote: Majority of outstanding shares entitled to vote
- HSR Act waiting period expires September 30, 2026 unless extended
- Financing: $3.825B equity commitment from KKR Core II Holding Company LLC and $2.45B debt commitment ($2.1B term loan + $350M revolver)
- Goldman Sachs fairness opinion: $127.00 per share is fair from a financial point of view
- ITGR termination fee: $154M; Parent termination fee: $307M
- Appraisal rights available under Delaware law for dissenting stockholders
- Outside date for closing: May 2, 2027
Financial Impact
$127.00 per share all-cash consideration, total equity value approximately $4.3 billion based on 33,997,068 shares outstanding
Risk Factors
- Regulatory delay or denial under HSR Act or foreign direct investment laws
- Stockholder vote failure — requires majority of outstanding shares, not just votes cast
- Financing failure — though no financing condition, debt/equity commitment letters have customary conditions
- Litigation challenging the merger or disclosure
- Material adverse change clause could allow KKR to walk away
- Appraisal risk — Delaware court could award less than $127.00 per share
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 2 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEFM14A Filing (Primary) | 0001140361-26-036420 |
| Document: ny20080277x2_defm14a.htm | 0001140361-26-036420 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 21, 2026 5d ago | 8-K | $126.56 | awaiting T+5 | — | $126.52 (−0.03%) |
Oct 21, 2026 5d ago | Press Release | $126.56 | awaiting T+5 | — | $126.52 (−0.03%) |
Oct 14, 2026 12d ago | 8-K | $126.61 $126.70 | ▲ +0.07% | ▼ −0.38% | $126.52 (−0.07%) |
Oct 13, 2026 12d ago | SC 13D | $126.61 $126.70 | ▲ +0.07% | ▼ −0.38% | $126.52 (−0.07%) |
Oct 2, 2026 24d ago | Press Release | $126.45 $126.52 | ▲ +0.06% | ▼ −0.37% | $126.52 (+0.06%) |
Sep 30, 2026 26d ago | 8-K | $126.35 $126.59 | ▲ +0.19% | ▼ −1.72% | $126.52 (+0.13%) |
Sep 16, 2026 5w ago | Insider Cluster | $126.33 $126.17 | ▲ +0.13% | ▲ +0.73% | $126.52 (−0.15%) |
Sep 14, 2026 6w ago | DEFM14A | $126.13 $126.38 | ▲ +0.20% | ▲ +0.09% | $126.52 (+0.31%) |
Aug 4, 2026 11w ago | DEFA14A | $125.00 $125.08 | ▲ +0.06% | ▼ −0.29% | $126.52 (+1.22%) |
Aug 3, 2026 12w ago | 8-K | $124.45 $125.08 | ▲ +0.51% | ▼ −1.52% | $126.52 (+1.66%) |
US Market Status
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