The proposed transaction, which was unanimously approved by the boards of directors of both companies, will see the two medical-device makers accelerate development of new products, and expand in areas such as Cardiac Surgery and neuromodulation.
As part of the deal, the two companies will combine under a newly formed holding company, Newco. The combined company will also be a major player in cardiac rhythm management, especially in Europe and Japan.
It will focus on multi-billion dollar markets, including complementary research programmes addressing heart failure, sleep apnea and percutaneous mitral valve, with an initial commercial launch in Europe expected in the next few weeks.
In the new business, Sorin chief executive officer Andre-Michel Ballester will serve as chief executive officer, and Cyberonics chief executive officer Dan Moore will become non-executive chairman.
Subject to approval by shareholders of both companies and receipt of required regulatory clearances and other customary closing conditions, the transaction is scheduled to be completed by the end of the third quarter of 2015.
NewCo, which will be domiciled in the UK, will apply for dual-listing on Nasdaq and the London Stock Exchange (LSE).
It will operate as three business units: Cardiac Surgery, Cardiac Rhythm Management and Neuromodulation, with operating headquarters in Mirandola, Italy, Clamart, France, and Houston, US respectively.
NewCo will have new products for heart failure with European market entry, starting as early as 2015.
Cyberonics secured CE Mark approval of its VITARIA device delivering autonomic regulation therapy to treat chronic heart failure, and will start a limited market launch in Europe in the next few weeks.
Sorin announced the first successful implants of its Equilia Vagus Nerve Stimulation system for heart failure patients.
NewCo is expected to have new percutaneous mitral valve replacement / repair products with expected initial market entry in 2017.