Greatbatch and Enpath Sign Definitive Merger Agreement
2007年4月30日 - 8:00PM
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Greatbatch, Inc. (the �Company�) (NYSE:GB) and Enpath Medical, Inc.
(Nasdaq:NPTH) announced today that they have entered into a
definitive merger agreement under which Greatbatch will acquire
Enpath for $14.38 per share in cash, or approximately $102 million,
including assumption of debt. Under the terms of the agreement,
Greatbatch will commence a tender offer for all of Enpath�s
outstanding shares no later than May 8, 2007. The proposed
transaction is subject to customary closing conditions and
regulatory approvals and the tender of a majority of Enpath�s
outstanding shares, on a fully diluted basis. The purchase price
will be funded out of Greatbatch�s available cash and the
transaction is not subject to financing conditions. The transaction
is expected to close in late June and has been unanimously approved
by the Boards of Directors of both companies. Based in Minneapolis,
Enpath is a medical products company engaged in designing,
developing, manufacturing and marketing single use medical device
products for the cardiac rhythm management (�CRM�), neuromodulation
and interventional radiology markets. Enpath�s main product lines
consist of the following: Venous vessel introducers and valved
introducers that enable physicians to create a conduit through
which they can insert infusion catheters, implantable ports and
pacemaker leads into a blood vessel. Advanced delivery catheters
that can be manipulated to enable the health care professional to
access parts of the patient�s anatomy that cannot be reached by
traditional introducers. Implantable stimulation leads, adaptors
and delivery systems for the cardiac and neuromodulation markets.
Thomas Hook, Greatbatch President and CEO stated, �Enpath
represents an exciting strategic opportunity that is complementary
and further expands our product and service offerings to the CRM
and Neurostimulation marketplace. This acquisition broadens our
market reach into the vascular segment with the core introducer
product line as well as adding several major new OEM customers.
Clearly these factors support our long-term objective of customer
and market diversification. We welcome the employees of Enpath to
the Greatbatch team and look forward to working with them and their
strong management team.� Strategic Benefits of the Transaction to
Greatbatch; Complements existing CRM business Offers greater
ability to service the neurostimulation market Provides platform
for organic and inorganic growth Diversifies both customer and
market concentration Gain strong management team with regulatory
and device experience Synergistic with current technical
capabilities Accelerates sales growth rate Expected to be accretive
to Greatbatch in 2008 �We look forward to becoming part of the
Greatbatch organization,� said John C. Hertig, President and CEO of
Enpath Medical, Inc. �Our strategies for product innovation and
growth are nicely aligned and together we believe we can accelerate
the delivery of new product offerings to our customers.
Greatbatch�s financial strength provides incremental funding for
our product development pipeline initiatives. We believe this
transaction provides a significant premium to our recent share
price for Enpath�s shareholders, career growth opportunities for
our associates and expands our ability to service our customers.�
Enpath Medical will release financial results for the first quarter
ended March 31, 2007 as scheduled on May 2, 2007. However, the
conference call planned for that date has been cancelled. Enpath�s
Annual Shareholder Meeting, scheduled for 3:45 PM on Thursday, May
3, will proceed as scheduled but will not include an executive
report on the Company�s business. Advisors Banc of America
Securities LLC is acting as financial advisor to Greatbatch and
Hodgson Russ LLP is legal counsel. Greene Holcomb & Fisher LLC
is acting as financial advisor to Enpath and Lindquist & Vennum
PLLP is legal counsel to Enpath. Conference Call Greatbatch and
Enpath will host a conference call for investors and analysts at
10:30 a.m. ET on Monday, April 30, 2007 to discuss today�s
announcement. The call may be accessed at 1-800-510-0219. The
conference passcode is 17659112. The call will also be
simultaneously webcast at www.greatbatch.com. Following the call,
an audio replay will be available for seven days by dialing
1-888-286-8010, passcode 21347858. About Greatbatch Greatbatch,
Inc. is a leading developer and manufacturer of critical components
used in implantable medical devices and other technically demanding
applications. About Enpath Medical Enpath Medical, Inc., is a
leader in the design, development, manufacture and marketing of
percutaneous delivery systems and stimulation leads technologies.
Forward-Looking Statements This press release contains
forward-looking statements, including statements regarding the
anticipated closing date of the above described acquisition, the
expected effect of the acquisition on Greatbatch�s earnings per
share, operating margins, and sales growth, and its role in
complementing and advancing Greatbatch�s business. These statements
are based on current expectations, forecasts and assumptions.
Actual results could differ materially from those anticipated by
these forward-looking statements as a result of a number of
factors, some of which may be beyond Greatbatch�s control. Among
other things, these factors include the risk that the acquisition
will not be completed or is delayed because the tender offer did
not proceed as anticipated or closing conditions to the acquisition
were not satisfied. Other factors include the possibility that the
expected financial and strategic benefits of the transaction are
not realized in a timely manner or not at all. For a further list
and description of risks and uncertainties associated with
Greatbatch�s and Enpath Medical�s businesses, see their reports
filed with the Securities and Exchange Commission, including the
�Risk Factors� section in each company�s most recent annual report
on Form 10-K. The companies disclaim any intention or obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law. Additional Information This announcement is
neither an offer to purchase nor a solicitation of an offer to sell
shares of Enpath Medical. Greatbatch will be filing a Tender Offer
Statement with the Securities and Exchange Commission (SEC) and
Enpath Medical will be filing a Solicitation/Recommendation
Statement on Schedule 14D-9 with respect to the offer. Enpath
Medical shareholders are advised to read the Tender Offer Statement
regarding the acquisition of Enpath Medical referenced in this news
release, and the related Solicitation/Recommendation Statement,
when those statements are made available to them. The Tender Offer
Statement and the Solicitation/Recommendations Statement will
contain important information that should be read carefully before
any decision is made with respect to the offer. These documents
will be made available to all shareholders of Enpath Medical at no
expense to them. These documents will also be available at no
charge on the SEC�s web site at www.sec.gov. Shareholders may also
obtain copies of these documents without charge by requesting them
from Enpath Medical, Inc. in writing at 2300 Berkshire Lane North,
Minneapolis, MN 55441, or phone at (763) 951-8181.
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