Filing Flows › Omnicell (OMCL) › Takeover & LBO
Is Omnicell (OMCL) a takeover target?
A leveraged buyout at today's price plus 30% ($48.43 a share) would return about 2% a year to a private-equity buyer over 5 years; no price, however low, gets a buyer to 20%. Historically 3.9% of companies with its figures were bought within a year (0.78× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $48.43 | today's $37.25 plus 30% |
| × shares | 46.3 million | |
| = Equity value | $2.2B | |
| + Debt refinanced | $0 | |
| − Cash | $292M | |
| = Enterprise value | $2.0B | 14.5× EBITDA of $135M |
| Fees | $39.0M | 2% of the price |
| New debt | $740M | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $1.2B | 63% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $1.3B | $145M | $56.6M | $35.0M | $705M |
| Year 2 | $1.4B | $155M | $53.9M | $43.5M | $662M |
| Year 3 | $1.5B | $164M | $50.6M | $51.9M | $610M |
| Year 4 | $1.6B | $171M | $46.6M | $60.2M | $549M |
| Year 5 | $1.6B | $176M | $42.0M | $68.1M | $481M |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 10.6× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $1.9B | |
| − Debt left | $481M | |
| = Buyer's equity | $1.4B | |
| Money multiple | 1.11× | on $1.2B put in |
| Buyer's yearly return (IRR) | 2.2% |
Price against return
What the buyer makes at other premiums over today's $37.25.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $40.98 | 9.1% |
| 20% | $44.70 | 5.3% |
| 30% | $48.43 | 2.2% |
| 40% | $52.15 | −0.5% |
| 50% | $55.88 | −2.8% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $1.2B | |
| EBITDA, last 12 months | $135M | 10.8% of revenue |
| Depreciation and amortization | $76.6M | |
| Capital spending | $38.8M | |
| Debt | $0 | |
| Cash | $292M | |
| Share price | $37.25 | on Oct 22, 2026 |
Fixed rules, the same as the interactive view's starting point: the shares are bought at today's price plus 30%, the company's debt is refinanced and fees take 2%. New debt is the least of 5.5× EBITDA, 65% of the price and the amount whose interest EBITDA covers 2 times, at 7.65% a year (SOFR 3.89% plus the high-yield B spread 3.26% plus 0.5%, rates of Oct 15, 2026). Revenue grows 8.0% in the first year — the company's own rate, held between −3% and +8% — fading to 3% by year 5; the EBITDA margin, depreciation and capital spending stay at today's share of revenue; working capital takes 10% of each year's added revenue; tax is 30% of profit after interest. Every dollar of free cash flow repays debt. After 5 years the buyer sells at today's multiple of EBITDA.
What a takeover could cost
Takeovers in its sector paid a median premium of 30% over the share price before the deal (the middle half 12% to 31%), according to the 14 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Omnicell would cost about $48.43 a share, $2.2B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 12% | $41.72 | $1.9B |
| Median | 30% | $48.43 | $2.2B |
| High end (a quarter paid more) | 31% | $48.80 | $2.3B |
The odds, from history
Historically 3.9% of companies with its figures were bought within a year (0.78× the average). Its figures put it in decile 4 of 10 (10 = the most likely to be bought). The odds come from a model of every merger proxy, tender-offer response and going-private statement filed on EDGAR since 2011, set against each company's size, margins, debt, cash flow and growth the year before.
Omnicell's latest quarter
Omnicell, Q3 2026: revenue $308M (-0.9% year over year), operating margin 4.9%, net earnings $11.0M, operating cash flow $33.1M. The chart follows the revenue to costs, profit and cash.
Questions
Is Omnicell being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Omnicell?
A leveraged buyout at today's price plus 30% ($48.43 a share) would return about 2% a year to a private-equity buyer over 5 years; no price, however low, gets a buyer to 20%.
What would a takeover of Omnicell cost?
Takeovers in its sector paid a median premium of 30% over the share price before the deal (the middle half 12% to 31%), according to the 14 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Omnicell would cost about $48.43 a share, $2.2B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.