Sorin S.p.A. (MIL:SRN) (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 GroupSorin 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 CyberonicsCyberonics 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 ShareholdersThis
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, 1999Prior
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,
2010Pursuant 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 DistributionSorin, 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
StatementsThis 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.
For Sorin Group:InvestorsDemetrio
MauroCFOSorin GroupTel: +39 02 69969 512e-mail:
investor.relations@sorin.comFrancesca RambaudiDirector,
Investor RelationsSorin GroupTel: +39 02 69969716e-mail:
investor.relations@sorin.comorMediaGabriele
MazzolettiDirector, Corporate CommunicationsSorin GroupTel: +39
02 69 96 97 85Mobile: +39 348 979 22 01e-mail:
corporate.communications@sorin.comorFor Cyberonics
Inc.:InvestorsGreg BrowneChief Financial
OfficerCyberonics, Inc.Tel: +(1) 281-228-7262e-mail:
ir@cyberonics.com
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