MILAN and HOUSTON, May 12,
2015 /PRNewswire/ -- Sorin S.p.A., (MTA; Reuters Code:
SORN.MI "Sorin"), a global medical device company and a leader in
the treatment of cardiovascular diseases, and Cyberonics, Inc.
(NASDAQ: CYBX, "Cyberonics"), a medical device company with core
expertise in neuromodulation, today announced the Executive
Leadership Team for the new company effective at the close of the
proposed merger.
André-Michel Ballester, Sorin's
Chief Executive Officer, will serve as the new company's Chief
Executive Officer, and Dan Moore,
Cyberonics' Chief Executive Officer, will be the non-executive
Chairman.
The new company will be organized into three business units and
an Intercontinental group, with the following leaders:
- Michel Darnaud, Sorin's
President, Cardiac Surgery, will lead the Cardiac Surgery business
unit.
- Stefano Di Lullo, Sorin's
President, Cardiac Rhythm Management, will lead the Cardiac Rhythm
Management business unit.
- Rohan Hoare, Cyberonics'
Chief Operating Officer, will lead the Neuromodulation business
unit.
- Jacques Gutedel, Sorin's Vice President,
Intercontinental, will head the Intercontinental group.
The new company's Executive Leadership Team will also include
the following functional leaders:
- Ed Andrle, Sorin's Vice
President, Strategy & Business Development, will manage
Strategy, Business Development and New Ventures / Emerging
Therapies.
- Brian Sheridan, Sorin's
General Counsel, will serve as General Counsel for the combined
organization.
- Pritpal Shinmar, Sorin's Vice President, Market Access,
will be responsible for the Global Market Access function.
- David Wise, Cyberonics'
Chief Administrative Officer, will lead the Human Resources and the
Information Technology functions.
- Sorin and Cyberonics have initiated a search for the Chief
Financial Officer position of the combined company and expect to
name the selected candidate before closing. Greg Browne, Cyberonics' Chief Financial
Officer, will serve as interim Chief Financial Officer for the new
company, should the position not be filled prior to closing, and
plans to retire in 2016.
- Demetrio Mauro, Sorin's
Chief Financial Officer, will lead the overall integration as Chief
Integration Officer to ensure the new company is fully operational
on day one following closing. The role also calls for significant
planning for the post-closing period, including achievement of
previously announced synergies.
"Together, Sorin and Cyberonics are creating a new premier
medical technology company, with a diverse product portfolio, scale
across geographies and a focused innovation platform to leverage
new promising market opportunities," said André-Michel Ballester. "The announcement of our
Executive Leadership Team marks an important milestone in the
proposed merger of our companies. In the coming months the
new Executive Leadership Team will continue its intensive
integration planning effort to craft our future organization, and I
am confident that this is the right team to execute our core
strategies and to create significant value for our
shareholders."
Until the closing of the transaction, the respective companies
will continue to operate under current leadership structures and as
two separate companies. As previously announced, the
transaction is expected to be completed by the end of the third
calendar quarter of 2015 and is subject to approval by both Sorin
and Cyberonics shareholders, the receipt of required regulatory
clearances, and other customary closing conditions.
About Sorin Group
Sorin (www.sorin.com) is a global, medical device company and a
leader in the treatment of cardiovascular diseases. Sorin
develops, manufactures, and markets medical technologies for
cardiac surgery and for the treatment of cardiac rhythm disorders.
With approximately 3,900 employees worldwide, Sorin 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 devices in more than 100 countries.
About Cyberonics
Cyberonics (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 United
States Securities Act of 1933, as amended (the "Securities Act"),
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 PLC ("HoldCo") has filed with the United States
Securities and Exchange Commission (the "SEC") a registration
statement on Form S-4, which includes a preliminary proxy statement
of Cyberonics that also constitutes a preliminary prospectus of
HoldCo (the "proxy statement/prospectus"). A definitive proxy
statement/prospectus will be delivered as required by applicable
law after the registration statement on Form S-4 is declared
effective by the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ
THE DEFINITIVE 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, HOLDCO, THE PROPOSED
TRANSACTIONS AND RELATED MATTERS.
Investors and shareholders are able to obtain free copies of the
definitive 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 definitive proxy
statement/prospectus and other documents filed with the SEC (1) on
Cyberonics' website at www.cyberonics.com within the "Investor
Relations" section or by contacting Cyberonics' Investor Relations
through its website at www.cyberonics.com (for documents to be made
available to Cyberonics shareholders) or (2) on Sorin's
website at www.sorin.com (for documents to be made available to
Sorin shareholders).
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 communication 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"), HoldCo 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 merger agreement and the merger of
Sorin into HoldCo 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 HoldCo 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
preliminary 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, is set forth in the preliminary proxy
statement/prospectus 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 United States
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and Section 27A of the Securities Act) concerning Cyberonics,
Sorin, HoldCo, 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, Sorin, and HoldCo 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 HoldCo 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 applicable safe harbor provisions of the Exchange
Act and the Securities Act described above. 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, Sorin, and HoldCo 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, Sorin, and Holdco
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 HoldCo and the analogous section from Sorin's annual reports
and other documents filed from time to time with the Italian
financial market regulator (CONSOB) by Sorin; 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 by Cyberonics and HoldCo and those
described in Sorin's annual reports, registration documents and
other documents filed from time to time with CONSOB by Sorin.
Nothing in this communication 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, Sorin, nor
HoldCo gives any assurance (1) that either Cyberonics, Sorin or
HoldCo 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:
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For
Sorin:
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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
|
Investors: Francesca Rambaudi Director, Investor Relations Sorin Group Tel:
+39 02 69969716 e-mail:
investor.relations@sorin.com
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For
Cyberonics:
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Investors:
Greg
Browne
Chief Financial
Officer
Cyberonics,
Inc.
Tel: +(1)
281-228-7275
e-mail:
greg.browne@cyberonics.com
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SOURCE Cyberonics, Inc.