DJO Enters into Merger Agreement with ReAble Therapeutics, Inc.
2007年7月16日 - 7:30PM
ビジネスワイヤ(英語)
DJO Incorporated (NYSE:DJO), a global provider of products and
services that promote musculoskeletal and vascular health, and
ReAble Therapeutics, Inc., a diversified medical device company
focused on rehabilitation, pain management, physical therapy and
orthopedics, today announced the signing of an agreement and plan
of merger under which an affiliate of ReAble will acquire all
outstanding shares of DJO in a transaction valued at approximately
$1.6 billion, including the assumption of debt. The agreement
provides for a cash payment of $50.25 per share for each
outstanding share of DJO common stock, representing a premium of
approximately 25 percent over DJO�s average closing share price for
the 30 trading days ended July 13, 2007. An affiliate of The
Blackstone Group is the controlling shareholder of ReAble and has
committed to provide the equity financing needed by ReAble to
complete the transaction. The Board of Directors of DJO and a
Transaction Committee of independent directors have unanimously
approved the transaction and recommends that DJO stockholders
approve the merger. DJO and ReAble provide complementary products
in orthopedic rehabilitation and pain management, and, when
combined, will offer a broad go-to-market approach through multiple
sales channels. As a result, the combination is expected to quickly
provide improved value to customers by utilizing the existing
capabilities and product portfolios of both companies. Ken
Davidson, CEO of ReAble said, �DJO and ReAble have established
strong positions in the orthopedic and rehabilitation markets. We
are delighted to be joining them together. The resources of the
combined company will allow us to develop even better and more
innovative products, and to take care of more of the needs of more
patients and caregivers than ever before. The strategic fit, both
in the U.S. and overseas, is absolutely compelling.� �After
completing extensive negotiations and comprehensive analysis, our
board unanimously concluded that this transaction is in the best
interests of the Company and our stockholders,� said Les Cross,
President and CEO of DJO. �We believe that the value of this
transaction appropriately recognizes DJO�s leadership position in
non-operative orthopedics, demonstrated by our highly respected
brands, innovative products, and commitment to continuous
improvement, therefore providing our stockholders with an immediate
and substantial cash premium for their investment in DJO.� It is
anticipated that the transaction will close in the fourth quarter
of 2007. The transaction is subject to certain closing conditions,
including the approval of DJO�s stockholders and regulatory
approvals. There is no financing condition to consummate the
transaction. DJO expects to hold a Special Meeting of Stockholders
to consider and vote on the proposed merger and merger agreement,
among other things. The transaction is expected to close promptly
following the satisfaction of all closing conditions. Under the
merger agreement, DJO may solicit superior proposals from third
parties during the next 50 calendar days. To the extent that a
superior proposal solicited during this period leads to the
execution of a definitive agreement, DJO would be obligated to pay
a break-up fee to ReAble of $18.7 million. In accordance with the
agreement, the Board of Directors of DJO, with the assistance of
its independent financial advisors, intends to solicit superior
proposals during this period. In addition, DJO may, at any time,
subject to the provisions of the merger agreement, respond to
unsolicited proposals. DJO advises that there can be no assurance
that the solicitation of superior proposals will result in an
alternative transaction. DJO does not intend to disclose
developments with respect to this solicitation process unless and
until its Board of Directors has made a decision regarding any
alternative proposal. Wachovia Securities is acting as financial
advisor and Latham & Watkins LLP is acting as legal counsel to
the DJO Board of Directors in this transaction. Credit Suisse is
acting as financial advisor and Simpson Thatcher & Bartlett LLP
is acting as legal advisor to ReAble and Blackstone in this
transaction. Financing commitments have been provided by Credit
Suisse and Bank of America. About DJO Incorporated DJO Incorporated
is a global provider of solutions for musculoskeletal and vascular
health, specializing in rehabilitation and regeneration products
for the non-operative orthopedic, spine and vascular markets.
Marketed under the Aircast�, DonJoy� and ProCare� brands, the
Company�s broad range of over 700 rehabilitation products,
including rigid knee braces, soft goods and pain management
products, are used in the prevention of injury, in the treatment of
chronic conditions and for recovery after surgery or injury. The
Company�s regeneration products consist of bone growth stimulation
devices that are used to treat nonunion fractures and as an adjunct
therapy after spinal fusion surgery. The Company�s vascular systems
products help prevent deep vein thrombosis and pulmonary embolism
that can occur after orthopedic and other surgeries. Together,
these products provide solutions throughout the patient�s continuum
of care. The Company sells its products in the United States and in
more than 70 other countries through networks of agents,
distributors and its own direct sales force. Customers include
orthopedic, podiatric and spine surgeons, orthotic and prosthetic
centers, third-party distributors, hospitals, surgery centers,
physical therapists, athletic trainers, other healthcare
professionals and individual and team athletes. For additional
information on the Company, please visit www.djortho.com. About
ReAble Therapeutics, Inc. ReAble Therapeutics, Inc. is a
diversified orthopedic device company that develops, manufactures
and distributes a comprehensive range of high quality orthopedic
devices used by orthopedic surgeons, physicians, therapists,
athletic trainers and other healthcare professionals to treat
patients with musculoskeletal conditions resulting from
degenerative diseases, deformities, traumatic events and
sports-related injuries. Through its Orthopedic Rehabilitation
Division, ReAble is a leading distributor of electrical stimulation
and other orthopedic products used for pain management, orthopedic
rehabilitation, physical therapy, fitness and sport performance
enhancement. ReAble's Surgical Implant Division offers a
comprehensive suite of reconstructive joint products and spinal
implants. For more information, visit www.encoremed.com. About The
Blackstone Group The Blackstone Group (NYSE:BX) is a leading global
alternative asset manager and provider of financial advisory
services. 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 more information, visit www.blackstone.com.
Additional Information and Where to Find It In connection with the
proposed transaction, DJO intends to file a proxy statement with
the Securities and Exchange Commission (the "SEC"). STOCKHOLDERS
ARE URGED TO READ THE PROXY STATEMENT (AND ALL AMENDMENTS AND
SUPPLEMENTS TO IT) AND OTHER MATERIALS THAT THE COMPANY MAY FILE
WITH THE SEC IN THEIR ENTIRETY WHEN SUCH MATERIALS BECOME
AVAILABLE, BECAUSE THE MATERIALS WILL CONTAIN IMPORTANT INFORMATION
ABOUT DJO AND THE PROPOSED TRANSACTION. The final proxy statement
will be mailed to the Company's stockholders. Stockholders will be
able to obtain free copies of the final proxy statement, as well as
the Company's other filings, without charge, at the SEC's Web site
(www.sec.gov) when they become available. Copies of the filings may
also be obtained without charge from the Company by directing a
request to: DJO Incorporated, 1430 Decision Street, Vista, CA,
92081, Attention: Mark Francois, Director of Investor Relations
(Tel: 1-760-734-4766, Email: mark.francois@djortho.com).
Participants in the Solicitation DJO and its directors, executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies from
stockholders in respect of the proposed transaction. Information
regarding DJO's directors and executive officers is available in
the Company's 2006 Annual Report on Form 10-K, filed with the SEC
on March 1, 2007 and the Company's proxy statement for its 2007
annual meeting of stockholders, filed with the SEC on April 20,
2007. Additional information regarding the interests of such
potential participants will be included in the proxy statement
filed with the SEC in connection with the Special Meeting of
Stockholders when it becomes available. Safe Harbor Statement This
press release contains 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. Such statements include
statements about the conduct of DJO following this announcement and
the anticipated timing of the transaction. The words �believe,�
�should,� �expect,� �intend,� �estimate� and �anticipate,�
variations of such words and similar expressions identify
forward-looking statements, but their absence does not mean that a
statement is not a forward-looking statement. These forward-looking
statements are based on DJO�s current expectations and are subject
to a number of risks, uncertainties and assumptions. The
Company�undertakes no obligation to update any forward-looking
statements, whether as a result of new information, future events
or otherwise. The important factors that could cause actual results
to differ significantly from those expressed or implied by such
forward-looking statements include, but are not limited to, the
occurrence of any event, change or other circumstance that could
give rise to a termination of the merger agreement; the outcome of
any legal proceedings that may be instituted against DJO, ReAble or
others following the announcement of the merger agreement; the
inability to complete the merger due to the failure to obtain
stockholder approval or the failure to satisfy other conditions to
the merger, including receiving applicable regulatory approvals
relating to the transaction; the failure to obtain the necessary
financing arrangements set forth in the commitment letters received
in connection with the merger; risks that the proposed transaction
disrupts current plans and operations and the potential
difficulties in employee retention as a result of the merger. Other
risk factors are detailed in the Company�s Quarterly Report on Form
10-Q for the three months ended March 31, 2007, filed on May 10,
2007, with the Securities and Exchange Commission. Many of the
factors that will determine the outcome of the subject matter of
this press release are beyond DJO�s ability to control or predict.
DJ Orthopedics (NYSE:DJO)
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DJ Orthopedics (NYSE:DJO)
過去 株価チャート
から 6 2023 まで 6 2024