Integer Stockholders Approve KKR Take-Private Merger

The Tip Desk · October 29, 2026 · 2 min read

KKR affiliates will take the medical-device maker private after a Goldman-led process that drew 17 financial sponsors and three strategics.

Integer Holdings Corporation (ITGR) stockholders voted in favor of a take-private merger with Armstrong Parent, Inc., a Delaware corporation affiliated with investment funds managed by Kohlberg Kravis Roberts & Co. L.P., at a special meeting held on October 21, 2026.

Approximately 99.95% of the shares voted on the proposal to adopt the August 2, 2026 Agreement and Plan of Merger were cast in favor, representing approximately 76.66% of the total outstanding shares of Integer common stock as of the September 8, 2026 record date. Stockholders also approved, on an advisory basis, compensation that will or may be paid to Integer’s named executive officers that is related to the transaction.

Armstrong Parent anticipates closing by the end of 2026, subject to customary conditions including required regulatory approvals. Under the merger agreement, Armstrong Bidco, Inc., a wholly owned subsidiary of Armstrong Parent, will merge with and into Integer, with Integer surviving as a wholly owned subsidiary of Armstrong Parent. The parties did not disclose a purchase price, cash-per-share figure, or premium in the materials provided.

The sale process ran from May 1 to June 1, 2026, at the direction of Integer’s board. Representatives of Goldman Sachs contacted more than 20 potential counterparties. Integer entered confidentiality agreements with 20 parties — 17 financial sponsors, including KKR, and three strategic parties — and provided each with due-diligence materials.

Goldman Sachs derived a range of illustrative present values per share of $98.93 to $140.68 by subtracting approximately $1,257 million of total debt and debt-like items and adding approximately $21 million of cash and cash equivalents from illustrative enterprise-value ranges, then dividing by approximately 35 million fully diluted shares using the treasury stock method.

Individual stockholders had filed three complaints — the Delman Action in Chemung County, and the Kent and Walsh Actions in New York County — alleging the proxy statement omits or misleadingly describes material information about the merger and seeking, among other remedies, an order enjoining the transaction. Attorneys for 13 purported stockholders had sent demand letters alleging similar disclosure deficiencies.

Integer said it believes the claims are without merit but determined to voluntarily supplement the proxy statement to alleviate the costs, risks and uncertainties of potential litigation, while denying that additional disclosure was legally required. The company said there can be no assurance regarding the ultimate outcome of the litigation matters.

The merger remains subject to regulatory clearances and other customary closing conditions.