Private Equity Consortium Increases Offer for Biomet to $46.00 Per Share in Cash Through Tender Offer
2007年6月7日 - 8:22PM
ビジネスワイヤ(英語)
The Board of Directors of Biomet, Inc. (NASDAQ:BMET), a worldwide
leader in the orthopedic and musculoskeletal product industry,
announced today that it has unanimously recommended to shareholders
an increased offer from a private equity consortium to acquire
Biomet for $46.00 per share in cash, or an equity value of $11.4
billion. Under the terms of the revised merger agreement, the
consortium � which includes affiliates of the Blackstone Group,
Goldman Sachs Capital Partners, Kohlberg Kravis Roberts & Co.
and TPG � will commence a tender offer on or before June 14, 2007,
to acquire all of the outstanding shares of Biomet�s common stock.
Following completion of the tender offer, the consortium will
complete a second-step merger in which any remaining common shares
of Biomet will be converted into the right to receive the same per
share price paid in the tender offer. The $46.00 per share offer
price represents a premium of 32.3% over the closing price of
Biomet�s common stock on April 3, 2006, the trading day prior to
public speculation that the company was exploring strategic
alternatives. Biomet subsequently confirmed on April 6, 2006 that
it had retained Morgan Stanley to assist it in exploring strategic
alternatives. Morgan Stanley has provided the Board of Directors
with its opinion that, as of June 6, 2007 and subject to the
qualifications and assumptions therein, the consideration to be
received pursuant to the revised merger agreement is fair from a
financial point of view to holders of Biomet common stock. �We
believe the proposed price for the transaction is fair to Biomet�s
shareholders. We also believe that the investor group�s tender
offer will deliver superior value to Biomet�s shareholders in a
more efficient and more immediate fashion than the process provided
by the original merger agreement. Moreover, this revised offer
provides greater certainty and visibility to completion of the
transaction,� said Niles L. Noblitt, Chairman of the Board. In a
statement, the sponsor group said: �Our offer empowers current
shareholders who have an economic interest in Biomet common shares
to realize significant value in a timely manner and represents the
absolute limit of our ability to structure an appropriate buyout of
Biomet. We are pleased that the consortium will be in a position to
provide the company with financial and operational resources to
support its future growth.� Completion of the tender offer is
subject to the condition that at least 75% of the Biomet common
shares have been tendered in the offer � the same percentage
approval requirement as with the previous merger structure. The
amended merger agreement permits the investor group to revise the
condition regarding minimum acceptance of the tender offer to
decrease the minimum acceptance threshold to a number that,
together with shares whose holders have agreed to vote to approve
the second-step merger, represents at least 75% of the Biomet
common shares. The tender offer will expire at midnight, New York
time, on the 20th business day following and including the
commencement date, unless extended in accordance with the terms of
the offer and the applicable rules and regulations of the
Securities and Exchange Commission. The tender offer and subsequent
merger are subject to customary conditions for transactions of this
type. As a result of the revised merger agreement and tender offer,
Biomet announced that it has cancelled the special meeting of
shareholders previously scheduled for Friday, June 8, 2007 to
consider and vote on the original merger agreement announced on
December 18, 2006, and related transactions. Furthermore, as part
of the revised merger agreement, Biomet has agreed not to pay its
annual dividend. Morgan Stanley & Co. Incorporated is acting as
financial advisor to the Board of Biomet, Inc. and to Biomet, Inc.
Kirkland & Ellis LLP is legal counsel to Biomet, Inc. and
Simpson Thacher & Bartlett LLP is legal counsel to the
independent directors of the Board of Biomet, Inc. Banc of America
Securities LLC is acting as lead M&A advisor and Goldman, Sachs
& Co. is acting as M&A advisor to the private equity
consortium. Cleary Gottlieb Steen & Hamilton LLP is acting as
legal advisor to the private equity consortium. About Biomet
Biomet, Inc. and its subsidiaries design, manufacture, and market
products used primarily by musculoskeletal medical specialists in
both surgical and non-surgical therapy. Biomet�s product portfolio
encompasses reconstructive products, including orthopedic joint
replacement devices, bone cements and accessories, autologous
therapies and dental reconstructive implants; fixation products,
including electrical bone growth stimulators, internal and external
orthopedic fixation devices, craniomaxillofacial implants and bone
substitute materials; spinal products, including spinal stimulation
devices, spinal hardware and orthobiologics; and other products,
such as arthroscopy products and softgoods and bracing products.
Headquartered in Warsaw, Indiana, Biomet and its subsidiaries
currently distribute products in more than 100 countries. About The
Blackstone Group The Blackstone Group is a leading global
alternative asset manager and provider of financial advisory
services. The Blackstone Group is one of the largest independent
alternative asset managers in the world. Its alternative asset
management businesses include the management of corporate private
equity funds, real estate opportunity funds, funds of hedge funds,
mezzanine funds, senior debt funds, proprietary hedge funds and
closed-end mutual funds. The Blackstone Group also provides various
financial advisory services, including mergers and acquisitions
advisory, restructuring and reorganization advisory and fund
placement services. For further information visit:
http://www.blackstone.com About Goldman Sachs Capital Partners
Founded in 1869, Goldman Sachs is one of the oldest and largest
investment banking firms. Goldman Sachs is also a global leader in
private corporate equity and mezzanine investing. Established in
1991, the GS Capital Partners Funds are part of the firm's
Principal Investment Area in the Merchant Banking Division, which
has formed 13 investment vehicles aggregating $56 billion of
capital to date. About Kohlberg Kravis Roberts & Co. Kohlberg
Kravis Roberts & Co. (KKR) is one of the world's oldest and
most experienced private equity firms specializing in management
buyouts. Founded in 1976, it has offices in New York, Menlo Park,
London, Paris, Hong Kong, and Tokyo. Throughout its history, KKR
has brought a long-term investment approach to its portfolio
companies, focusing on working in partnership with management teams
and investing for future competitiveness and growth. Over the past
30 years, KKR has completed over 150 transactions with a total
value of over US$279 billion. About TPG TPG is a private investment
partnership that was founded in 1992 and currently has more than
$30 billion under management. The firm has offices in San
Francisco, London, Hong Kong, Fort Worth and other locations
globally. For more information, please visit www.tpg.com Additional
Information The tender offer described in this announcement has not
yet been commenced. This announcement and the description contained
herein is neither an offer to purchase nor a solicitation of an
offer to sell shares of Biomet. At the time the tender offer is
commenced, LVB Acquisition, LLC and its wholly-owned subsidiary
intend to file a Tender Offer Statement on Schedule TO containing
an offer to purchase, forms of letters of transmittal and other
documents relating to the tender offer, and Biomet intends to file
a Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. LVB Acquisition, LLC, its wholly owned
subsidiary and Biomet intend to mail these documents to the
shareholders of Biomet. These documents will contain important
information about the tender offer and shareholders of Biomet are
urged to read them carefully when they become available.
Shareholders of Biomet will be able to obtain a free copy of these
documents (when they become available) and other documents filed by
Biomet or LVB Acquisition, LLC with the SEC at the website
maintained by the SEC at www.sec.gov. In addition, shareholders
will be able to obtain a free copy of these documents (when they
become available) from Biomet by contacting Biomet at 56 East Bell
Drive, P.O. Box 587, Warsaw, Indiana 46581, attention: Investor
Relations. Forward-Looking Statements This press release contains
certain statements that are �forward-looking statements� within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934, as amended. Although
Biomet believes that the assumptions, on which the forward-looking
statements contained herein are based are reasonable any of those
assumptions could prove to be inaccurate given the inherent
uncertainties as to the occurrence or non-occurrence of future
events. There can be no assurance that the forward-looking
statements contained herein will prove to be accurate. Some of the
factors that could cause actual results and forward-looking
statements contained herein to differ include: the results and
related outcomes of the review by a special committee of the Board,
including: the impact of the restatement of Biomet�s financial
statements or other actions that may be taken or required as a
result of the special committee�s review, the impact of any tax
consequences, including any determination that Biomet�s filed tax
returns were not true, correct and complete, the impact of any
determination that some of the options may not have been validly
issued under the stock option plans, the impact of the
determination that certain of Biomet�s financial statements were
not prepared in accordance with GAAP and/or the required reporting
standards under applicable securities rules and regulations, the
impact of the determination of the existence of a material weakness
in Biomet�s internal controls and the reevaluation of certain of
the findings and conclusions in Management�s Report on Internal
Controls, the consequences of the determination that Biomet�s
disclosure controls and procedures required by the Securities
Exchange Act were not effective, and the impact of any
determination that some of Biomet�s insurance policies may not be
in full force and effect and/or that Biomet may not be in
compliance with the terms and conditions of the policies;
litigation and governmental investigations or proceedings which may
arise out of Biomet�s stock option granting practices or the
restatement of Biomet�s financial statements; the inability to meet
NASDAQ requirements for continued listing; the occurrence of any
event, change or other circumstances that could give rise to the
termination of the amended and restated merger agreement; the
outcome of any legal proceedings that may be instituted against the
Biomet and others following announcement of the amended and
restated merger agreement; the inability to complete the offer or
complete the merger due to the failure to satisfy the conditions
required to complete the offer and the merger; risks that the
proposed transaction disrupts current plans and operations and the
potential difficulties in employee, distributor, supplier and
customer retention as a result of the offer and the merger; and
other risk factors as set forth from time to time in Biomet�s
filings with the SEC. The inclusion of a forward-looking statement
herein should not be regarded as a representation by Biomet that
Biomet�s objectives will be achieved. Biomet undertakes no
obligation to publicly update forward-looking statements, whether
as a result of new information, future events or otherwise.
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