Integer Holdings files merger proxy, sets Oct. 21 vote on $127 KKR deal
Integer Holdings filed a definitive proxy statement for an October 21, 2026 special meeting where shareholders will vote on its $127.00-per-share cash merger with affiliates of KKR.
What happened
Integer Holdings Corporation filed a definitive proxy statement with the SEC on September 14, 2026, asking shareholders to approve its acquisition by affiliates of investment funds managed by KKR & Co. Inc.
The filing sets a special meeting of stockholders for October 21, 2026, to be held as a virtual, live audio webcast beginning at 9:00 a.m. Central Time. Shareholders of record as of the close of business on September 8, 2026 are entitled to vote.
Integer is a Plano, Texas-based maker of medical device components and finished devices, classified in the electromedical and electrotherapeutic apparatus category. The company signed the merger agreement on August 2, 2026.
Integer's stock closed at $126.00 on the day the proxy was filed, down 0.04% from the prior close of $126.05, according to the price data provided.
The deal terms
Under the merger agreement, Integer shareholders would receive $127.00 in cash per share, without interest. The filing states this equals an approximately 51.8% premium over the $83.67 closing price on April 29, 2026 — the last trading day before Integer announced a strategic review.
The structure is a two-step merger: Armstrong Bidco, Inc., a wholly owned subsidiary of Armstrong Parent, Inc., will merge into Integer, with Integer surviving as a wholly owned subsidiary of Armstrong Parent. Both parent entities are affiliates of funds managed by subsidiaries of KKR & Co. Inc.
Integer's board unanimously approved the merger agreement and recommends shareholders vote "FOR" the merger proposal, "FOR" an advisory proposal on merger-related executive compensation, and "FOR" a proposal to adjourn the meeting if more proxies are needed.
Approval requires the affirmative vote of holders of at least a majority of Integer's outstanding common shares entitled to vote. The filing states that failing to vote has the same effect as voting against the merger, and that failing to return a proxy or attend the meeting also means those shares will not count toward a quorum.
What this means
A DEFM14A is the definitive version of a merger proxy statement. A company first files a preliminary proxy (PREM14A), the SEC reviews it and may comment, and the company then files the definitive version (DEFM14A), which is the document actually mailed to shareholders. Because this is a merger proxy rather than a routine annual meeting proxy, the vote it covers is a one-time decision on whether to sell the company.
The $127.00 cash price means shareholders who approve the deal give up their shares for a fixed cash amount. That is why the stock traded at $126.00 — near, but slightly below, the deal price. The gap between a stock's market price and a cash merger price typically reflects the time value of money, the possibility the deal does not close, and any doubt about completion.
The filing sets out several procedural mechanics. Delaware law gives shareholders who do not vote in favor of the merger the right to seek appraisal — a court determination of the fair value of their shares — but only if they strictly follow statutory procedures, which the proxy summarizes. The proxy also describes termination fees, conditions to closing, and regulatory approvals required, meaning completion is not automatic even if shareholders vote yes.
The proxy solicitation is being handled by Georgeson LLC, which the filing lists as Integer's proxy solicitor, with a toll-free number for shareholder questions. The filing does not state a specific closing date, only that the merger is subject to the conditions and approvals described in the document.
Sources
- DEFM14A filed 2026-09-14
- Daily price history
Information summarized by AI from the sources listed above. May contain errors — informational only, not investment advice.