CNS Announces Termination of Hart-Scott-Rodino Waiting Period for Its Acquisition by GlaxoSmithKline
2006年11月22日 - 2:00AM
ビジネスワイヤ(英語)
CNS, Inc. (NASDAQ:CNXS) today announced that the waiting period
required by the Hart-Scott-Rodino Antitrust Improvements Act of
1976 with respect to the proposed acquisition of the Company by
merger with a subsidiary of GlaxoSmithKline plc (�GSK�) terminated
at midnight on November 20, 2006. Termination of the waiting period
satisfies a closing condition of the merger agreement between the
Company and GSK. The Company�s proposed merger with a subsidiary of
GSK, announced on October 9, 2006, provides for outstanding shares
of CNS common stock to be exchanged for $37.50 per share in cash.
The consummation of the merger remains subject to other closing
conditions, including the approval of CNS stockholders. CNS
stockholders of record on November 9, 2006 will vote on the merger
at a special meeting scheduled for 9:00 a.m., local time, on
December 19, 2006, at 4200 IDS Center, 80 South 8th Street,
Minneapolis, Minnesota. CNS expects that the merger will be
completed as promptly as practicable after the Special Meeting of
Stockholders. A definitive proxy statement with respect to the
special meeting was filed with the Securities and Exchange
Commission on November 16, 2006 and mailed to stockholders on or
about November 16, 2006. Caution Regarding Forward-Looking
Statements Any statements made regarding the proposed merger
transaction between CNS and GSK, the expected timetable for
completing the transaction, the satisfaction of closing conditions,
timing or satisfactory receipt of regulatory or CNS stockholder
approvals, future products or market growth, and any other
statements regarding CNS� future expectations, beliefs, goals or
prospects are forward-looking statements which are subject to risks
and uncertainties. For a more complete list and description of such
risks and uncertainties, refer to CNS� Annual Report on Form 10-K
for the year ended March 31, 2006 and Quarterly Report on Form 10-Q
for the period ended September 30, 2006, as well as other filings
by CNS with the Securities and Exchange Commission (the �SEC�).
Actual results may differ materially from those contained in the
forward-looking statements in this document. You are cautioned not
to place undue reliance on these forward-looking statements, which
speak only as of the date of this document. CNS undertakes no
obligation and does not intend to update any forward-looking
statements after the date of this document, whether as a result of
new information, future events, developments, changes in
assumptions or otherwise. Important Merger Information CNS filed a
definitive proxy statement in connection with a Special Meeting of
Stockholders to consider the proposed merger transaction between
CNS and GSK, which definitive proxy statement was mailed to
stockholders on or about November 16, 2006. Stockholders and
investors are advised to read the definitive proxy statement and
any other definitive additional soliciting materials because they
will contain important information about the merger and the
Company. Stockholders and investors may�obtain a free copy of these
proxy materials and other documents filed by the Company with the
SEC at the SEC�s web site at www.sec.gov. Free copies of the
definitive proxy statement, and the Company�s other filings with
the SEC, may�also be obtained from the Company at www.cns.com by
clicking on the �Investors� tab and then following the link at
�Financial Information� to �SEC Filings.� Free copies of the
Company�s filings may�be obtained by directing a written request to
CNS,�Inc., 7615 Smetana Lane, Eden Prairie, Minnesota 55344,
Attention: Samuel E. Reinkensmeyer or by telephone at 952-229-1500.
Participants in the Solicitation The Company and its directors,
executive officers and certain other members of its management
may�be deemed to be soliciting proxies from the Company�s
stockholders in favor of the merger. Investors and stockholders
may�obtain more detailed information regarding the direct and
indirect interests in the merger of persons who may, under the
rules of the SEC, be considered participants in the solicitation of
the Company�s stockholders in connection with the merger by reading
the definitive proxy statement for the Company�s Special Meeting of
Stockholders. These documents are available free of charge at the
SEC�s web site at www.sec.gov or by directing a request to the
Company as described above. About CNS, Inc. CNS, based in
Minneapolis, designs and markets consumer health care products,
including Breathe Right� nasal strips and FiberChoice� dietary
fiber supplements. The company focuses on products that address
important consumer needs within the aging well/self-care market,
including better breathing and digestive health. Its common stock
is listed on the Nasdaq National Market under the ticker symbol
�CNXS.� More information about CNS and its products is available at
www.cns.com. CNS, Inc. (NASDAQ:CNXS) today announced that the
waiting period required by the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 with respect to the proposed acquisition
of the Company by merger with a subsidiary of GlaxoSmithKline plc
("GSK") terminated at midnight on November 20, 2006. Termination of
the waiting period satisfies a closing condition of the merger
agreement between the Company and GSK. The Company's proposed
merger with a subsidiary of GSK, announced on October 9, 2006,
provides for outstanding shares of CNS common stock to be exchanged
for $37.50 per share in cash. The consummation of the merger
remains subject to other closing conditions, including the approval
of CNS stockholders. CNS stockholders of record on November 9, 2006
will vote on the merger at a special meeting scheduled for 9:00
a.m., local time, on December 19, 2006, at 4200 IDS Center, 80
South 8th Street, Minneapolis, Minnesota. CNS expects that the
merger will be completed as promptly as practicable after the
Special Meeting of Stockholders. A definitive proxy statement with
respect to the special meeting was filed with the Securities and
Exchange Commission on November 16, 2006 and mailed to stockholders
on or about November 16, 2006. Caution Regarding Forward-Looking
Statements Any statements made regarding the proposed merger
transaction between CNS and GSK, the expected timetable for
completing the transaction, the satisfaction of closing conditions,
timing or satisfactory receipt of regulatory or CNS stockholder
approvals, future products or market growth, and any other
statements regarding CNS' future expectations, beliefs, goals or
prospects are forward-looking statements which are subject to risks
and uncertainties. For a more complete list and description of such
risks and uncertainties, refer to CNS' Annual Report on Form 10-K
for the year ended March 31, 2006 and Quarterly Report on Form 10-Q
for the period ended September 30, 2006, as well as other filings
by CNS with the Securities and Exchange Commission (the "SEC").
Actual results may differ materially from those contained in the
forward-looking statements in this document. You are cautioned not
to place undue reliance on these forward-looking statements, which
speak only as of the date of this document. CNS undertakes no
obligation and does not intend to update any forward-looking
statements after the date of this document, whether as a result of
new information, future events, developments, changes in
assumptions or otherwise. Important Merger Information CNS filed a
definitive proxy statement in connection with a Special Meeting of
Stockholders to consider the proposed merger transaction between
CNS and GSK, which definitive proxy statement was mailed to
stockholders on or about November 16, 2006. Stockholders and
investors are advised to read the definitive proxy statement and
any other definitive additional soliciting materials because they
will contain important information about the merger and the
Company. Stockholders and investors may obtain a free copy of these
proxy materials and other documents filed by the Company with the
SEC at the SEC's web site at www.sec.gov. Free copies of the
definitive proxy statement, and the Company's other filings with
the SEC, may also be obtained from the Company at www.cns.com by
clicking on the "Investors" tab and then following the link at
"Financial Information" to "SEC Filings." Free copies of the
Company's filings may be obtained by directing a written request to
CNS, Inc., 7615 Smetana Lane, Eden Prairie, Minnesota 55344,
Attention: Samuel E. Reinkensmeyer or by telephone at 952-229-1500.
Participants in the Solicitation The Company and its directors,
executive officers and certain other members of its management may
be deemed to be soliciting proxies from the Company's stockholders
in favor of the merger. Investors and stockholders may obtain more
detailed information regarding the direct and indirect interests in
the merger of persons who may, under the rules of the SEC, be
considered participants in the solicitation of the Company's
stockholders in connection with the merger by reading the
definitive proxy statement for the Company's Special Meeting of
Stockholders. These documents are available free of charge at the
SEC's web site at www.sec.gov or by directing a request to the
Company as described above. About CNS, Inc. CNS, based in
Minneapolis, designs and markets consumer health care products,
including Breathe Right(R) nasal strips and FiberChoice(R) dietary
fiber supplements. The company focuses on products that address
important consumer needs within the aging well/self-care market,
including better breathing and digestive health. Its common stock
is listed on the Nasdaq National Market under the ticker symbol
"CNXS." More information about CNS and its products is available at
www.cns.com.
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