MILAN and HOUSTON,
April 14, 2015 /PRNewswire/
-- Sorin S.p.A. (MTA; Reuters Code: SORN.MI), a global medical
device company and a leader in the treatment of cardiovascular
diseases, and Cyberonics, Inc. (NASDAQ:CYBX), a medical device
company with core expertise in neuromodulation, today announced
that the required waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, relating to their
pending merger, has expired, thereby satisfying one of the
conditions required to finalize the merger transaction.
As previously announced, Sorin and Cyberonics entered into a
merger agreement pursuant to which the two companies will combine
in an all-stock transaction. The proposed combination of Sorin and
Cyberonics will create a new premier global medical technology
company.
The transaction, unanimously approved by the boards of directors
of both companies, is currently expected to be completed by the end
of the third calendar quarter of 2015. The transaction is subject
to approval by both Sorin and Cyberonics shareholders, the receipt
of required regulatory clearances, and other customary closing
conditions.
Sorin and Cyberonics will provide further updates as the process
progresses and relevant documents are available at their respective
websites.
About Sorin Group
Sorin Group (www.sorin.com) is a
global, medical device company and a leader in the treatment of
cardiovascular diseases. The Company develops, manufactures, and
markets medical technologies for cardiac surgery and for the
treatment of cardiac rhythm disorders. With approximately 3,900
employees worldwide, the Company focuses on two major therapeutic
areas: Cardiac Surgery (cardiopulmonary products for open heart
surgery and heart valve repair or replacement products) and Cardiac
Rhythm Management (pacemakers, defibrillators and non invasive
monitoring to diagnose and deliver anti-arrhythmia therapies as
well as cardiac resynchronization devices for heart failure
treatment). Every year, over one million patients are treated with
Sorin Group devices in more than 100 countries.
About Cyberonics
Cyberonics Inc., (NASDAQ: CYBX) is a
medical device company with core expertise in neuromodulation. The
company developed and markets the Vagus Nerve Stimulation (VNS)
Therapy system, which is FDA-approved for the treatment of
refractory epilepsy and treatment-resistant depression. The VNS
Therapy system uses a surgically implanted medical device that
delivers pulsed electrical signals to the vagus nerve. Cyberonics
markets the VNS Therapy system in selected markets worldwide.
Cyberonics also has CE Mark for VITARIA™, providing autonomic
regulation therapy for chronic heart failure.
Important Information for Investors and Shareholders
This press release is for informational purposes only and is not
intended to and does not constitute an offer to sell or the
solicitation of an offer to subscribe for or buy or an invitation
to purchase or subscribe for any securities or the solicitation of
any vote in any jurisdiction pursuant to the proposed transactions
or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, and applicable European regulations.
Subject to certain exceptions to be approved by the relevant
regulators or certain facts to be ascertained, the public offer
will not be made directly or indirectly, in or into any
jurisdiction where to do so would constitute a violation of the
laws of such jurisdiction, or by use of the mails or by any means
or instrumentality (including without limitation, facsimile
transmission, telephone and the internet) of interstate or foreign
commerce, or any facility of a national securities exchange, of any
such jurisdiction. This press release does not represent a public
offering, pursuant to Section 1, letter (t) of Legislative Decree
no. 58 of February 24, 1998, as
amended.
Sand Holdco Limited ("NewCo") will file with the Securities and
Exchange Commission (the "SEC") a registration statement on Form
S-4, which will include a proxy statement of Cyberonics, Inc.
("Cyberonics") that also constitutes a prospectus of NewCo (the
"proxy statement/prospectus"). INVESTORS AND SHAREHOLDERS ARE URGED
TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS
FILED OR TO BE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY,
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT SORIN, CYBERONICS, NEWCO, THE PROPOSED
TRANSACTIONS AND RELATED MATTERS.
Investors and shareholders will be able to obtain free copies of
the proxy statement/prospectus and other documents filed with the
SEC by the parties through the website maintained by the SEC at
www.sec.gov. In addition, investors and shareholders will be able
to obtain free copies of the proxy statement/prospectus and other
documents filed with the SEC on Cyberonics's website at
www.cyberonics.com within the "Investor Relations" section or by
contacting Cyberonics's Investor Relations (for documents filed
with the SEC by Cyberonics) or on Sorin's website at www.sorin.com
(for documents filed with the SEC by NewCo).
The release, publication or distribution of this press release
in certain jurisdictions may be restricted by law, and therefore
persons in such jurisdictions into which this press release is
released, published or distributed should inform themselves about
and observe such restrictions.
Italian CONSOB Regulation No. 11971 of May 14, 1999
Prior to the meeting of Sorin
shareholders, Sorin will voluntarily make available an information
document pursuant to Article 70, paragraph 6, of the CONSOB
Regulation on Issuers (CONSOB Regulation no. 11971 of May 14, 1999, as amended), in accordance with
applicable terms.
Italian CONSOB Regulation No. 17221 of March 10, 2010
Pursuant to Article 6 of
the CONSOB Regulation no. 17221 of March 12,
2010 (as amended, the "CONSOB Regulation"), NewCo is a
related party of Sorin, being a wholly owned subsidiary of Sorin.
The merger agreement providing for the terms and conditions of the
transaction, which exceeds the thresholds for "significant
transactions" pursuant to the Regulation, was approved unanimously
by the board of directors of Sorin. The transaction agreement
and the merger of Sorin into NewCo are subject to the exemption set
forth in Article 14 of the CONSOB Regulation and Article
13.1.(v) of the "Procedura per operazioni con parti
correlate" ("Procedures for transactions with related parties")
adopted by Sorin on October 26, 2010
and published on its website (www.sorin.com). Pursuant to this
exemption, Sorin will not publish an information document
(documento informativo) for related party transactions as provided
by Article 5 of the CONSOB Regulation.
Participants in the Distribution
Sorin, Cyberonics and
NewCo and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
shareholders of Cyberonics with respect to the proposed
transactions contemplated by the proxy statement/prospectus.
Information regarding the persons who are, under the rules of the
SEC, participants in the solicitation of proxies from the
shareholders of Cyberonics in connection with the proposed
transactions, including a description of their direct or indirect
interests, on account of security holdings or otherwise, will be
set forth in the proxy statement/prospectus when it is filed with
the SEC. Information regarding Cyberonics's directors and executive
officers is contained in Cyberonics's Annual Report on Form 10-K
for the year ended on April 25, 2014
and its Proxy Statement on Schedule 14A, dated July 30, 2014, which are filed with the SEC and
can be obtained free of charge from the sources indicated
above.
Cautionary Statement Regarding Forward Looking
Statements
This press release contains forward-looking
statements (including within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended, and the Private
Securities Litigation Reform Act of 1995 (the "PSLRA")) concerning
Cyberonics, Sorin, NewCo, the proposed transactions and other
matters. These statements may discuss goals, intentions and
expectations as to future plans, trends, events, results of
operations or financial condition, or otherwise. They are based on
current beliefs of the management of Cyberonics and Sorin as well
as assumptions made by, and information currently available to,
such management, and therefore, you are cautioned not to place
undue reliance on them. These forward-looking statements are
subject to various risks and uncertainties, many of which are
outside the parties' control. No forward-looking statement can be
guaranteed, and actual results may differ materially from those
projected. None of Cyberonics, Sorin or NewCo undertake any
obligation to publicly update any forward-looking statement,
whether as a result of new information, future events or otherwise,
except to the extent required by law. Forward-looking
statements are not historical facts, but rather are based on
current expectations, estimates, assumptions and projections about
the business and future financial results of the medical device
industry, and other legal, regulatory and economic
developments. We use words such as "anticipates," "believes,"
"plans," "expects," "projects," "future," "intends," "may," "will,"
"should," "could," "estimates," "predicts," "potential,"
"continue," "guidance," and similar expressions to identify these
forward-looking statements that are intended to be covered by the
safe harbor provisions of the PSLRA. Factors that could cause
actual results to differ materially from those in the
forward-looking statements include the failure to obtain applicable
regulatory or shareholder approvals in a timely manner or
otherwise, or the requirement to accept conditions that could
reduce the anticipated benefits of the proposed transactions as a
condition to obtaining regulatory approvals; the failure to satisfy
other closing conditions to the proposed transactions; the length
of time necessary to consummate the proposed transactions, which
may be longer than anticipated for various reasons; risks that the
new businesses will not be integrated successfully or that the
combined companies will not realize estimated cost savings, value
of certain tax assets, synergies and growth, or that such benefits
may take longer to realize than expected; the inability of
Cyberonics and Sorin to meet expectations regarding the timing,
completion and accounting and tax treatments with respect to the
proposed transactions; risks relating to unanticipated costs of
integration, including operating costs, customer loss or business
disruption being greater than expected; reductions in customer
spending, a slowdown in customer payments and changes in customer
demand for products and services; unanticipated changes relating to
competitive factors in the industries in which the companies
operate; the ability to hire and retain key personnel; the
potential impact of announcement or consummation of the proposed
transactions on relationships with third parties, including
customers, employees and competitors; the ability to attract new
customers and retain existing customers in the manner anticipated;
reliance on and integration of information technology systems;
changes in legislation or governmental regulations affecting the
companies; international, national or local economic, social or
political conditions that could adversely affect the companies or
their customers; conditions in the credit markets; risks to the
industries in which Cyberonics and Sorin operate that are described
in the "Risk Factors" section of the Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and other documents filed from time
to time with the SEC by Cyberonics and NewCo and the analogous
section from Sorin's annual reports and other documents filed from
time to time with the Italian financial market regulator (CONSOB);
risks associated with assumptions the parties make in connection
with the parties' critical accounting estimates and legal
proceedings; the parties' international operations, which are
subject to the risks of currency fluctuations and foreign exchange
controls; and the potential of international unrest, economic
downturn or effects of currencies, tax assessments, tax
adjustments, anticipated tax rates, raw material costs or
availability, benefit or retirement plan costs, or other regulatory
compliance costs. The foregoing list of factors is not exhaustive.
You should carefully consider the foregoing factors and the other
risks and uncertainties that affect the parties' businesses,
including those described in Cyberonics's Annual Report on Form
10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K
and other documents filed from time to time with the SEC and those
described in Sorin's annual reports, registration documents and
other documents filed from time to time with CONSOB. Nothing in
this press release is intended, or is to be construed, as a profit
forecast or to be interpreted to mean that earnings per Sorin share
or Cyberonics share for the current or any future financial years
or those of the combined group, will necessarily match or exceed
the historical published earnings per Sorin share or Cyberonics
share, as applicable. Neither Cyberonics nor Sorin gives any
assurance (1) that either Cyberonics, Sorin or NewCo will achieve
its expectations, or (2) concerning any result or the timing
thereof, in each case, with respect to any regulatory action,
administrative proceedings, government investigations, litigation,
warning letters, consent decree, cost reductions, business
strategies, earnings or revenue trends or future financial
results.
Contacts:
For Sorin
Group:
Investors
Demetrio
Mauro
CFO
Sorin
Group
Tel: +39 02
69969 512
e-mail:
investor.relations@sorin.com
|
Francesca Rambaudi
Director, Investor
Relations
Sorin
Group
Tel: +39 02
69969716
e-mail:
investor.relations@sorin.com
|
Media
Gabriele
Mazzoletti
Director, Corporate
Communications
Sorin
Group
Tel: +39 02 69 96 97
85
Mobile: +39 348 979
22 01
e-mail:
corporate.communications@sorin.com
|
|
For Cyberonics
Inc.:
Investors
Greg
Browne
Chief Financial
Officer
Cyberonics,
Inc.
Tel: +(1)
281-228-7262
e-mail:
ir@cyberonics.com
|
|
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SOURCE Cyberonics, Inc.