MILAN and HOUSTON, July 27,
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 Sorin's intent
to vigorously contest a claim by the state's attorney of
Milan (Avvocato dello Stato di
Milano or the "Italian State's
Attorney") seeking to enjoin the previously announced combination
of Sorin and Cyberonics. The claim (made pursuant to Article 2503,
IIc. of the Italian Civil Code) was filed with the Civil Court of
Milan on behalf of the Italian
Ministry of the Environment and other Italian public authorities,
and received by Sorin on July
24th, 2015.
Sorin and Cyberonics announced on February 26, 2015 that the boards of directors of
both companies unanimously approved a combination of the companies
(the "Transaction") under a newly formed holding company, LivaNova
PLC, previously Sand HoldCo PLC ("LivaNova" or "HoldCo").
LivaNova is organized under the laws of England and Wales. The Transaction,
which remains subject to approval by Cyberonics shareholders, was
overwhelmingly approved by Sorin shareholders on May 26, 2015.
The Italian State's Attorney alleges in the claim that the
Transaction is intended to insulate Sorin from potential liability
related to pending environmental litigation against Sorin's
previous parent, SNIA S.p.A.. After reviewing the allegation, Sorin
and Cyberonics believe the Italian State's Attorney fundamentally
misunderstands and misconstrues the structure and goals of the
Transaction, as well as Italian and European laws and regulations
governing these types of transactions. Sorin and Cyberonics believe
that the allegations by the Italian State's Attorney are without
merit, and Sorin intends to contest them in the Civil Court of
Milan.
"We will vigorously contest this claim and seek expedited
hearings for this purpose. In the meantime, our two companies'
integration plans are progressing well and will continue. At this
point, the effect of the Italian State's Attorney's claim on the
timing of the closing of the Transaction is unclear, however we
will continue to progress towards our scheduled closing and keep
both external and internal stakeholders informed of developments,"
said André-Michel Ballester, Sorin's
Chief Executive Officer and designated Chief Executive Officer of
LivaNova.
The Transaction will create a new premier global medical
technology company. LivaNova will have a strategic presence in over
100 countries on five continents around the world, with
approximately 4,500 employees.
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 (www.cyberonics.com) 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 the VITARIA™
System, providing autonomic regulation therapy for chronic
heart failure.
Important Information for Investors
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 communication
does not represent an investment solicitation in Italy, pursuant to Section 1, letter (t) of
Legislative Decree no. 58 of February 24,
1998, as amended.
LivaNova 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, Inc. ("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 S.P.A. ("SORIN"), CYBERONICS, HOLDCO, THE PROPOSED
TRANSACTIONS AND RELATED MATTERS.
Investors and shareholders are able to obtain free copies of the
definitive proxy statement/prospectus (once it becomes available)
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 extraordinary meeting of Sorin shareholders, Sorin
has voluntarily made 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 has not and 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 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 definitive 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 communication 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 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 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. None of Cyberonics, Sorin and HoldCo gives any
assurance (1) that any of 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:
For
Sorin: Investors
|
|
Demetrio
Mauro
Chief Financial
Officer
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
|
|
|
Edward
Simpkins
Finsbury
(London)
Tel: +44 7958 421
519
e-mail:
edward.simpkins@finsbury.com
|
Kal
Goldberg
Finsbury (New
York)
Tel: +(1)
646-805-2000
e-mail:
kal.goldberg@finsbury.com
|
|
|
For
Cyberonics: Investors Greg Browne Chief Financial Officer Cyberonics, Inc. Tel: +(1) 281-228-7262 e-mail: ir@cyberonics.com
|
Media
Andrew Cole/Chris
Kittredge
Sard Verbinnen &
Co (New York)
Tel: +(1)
212-687-8080
London: Conrad
Harrington
Tel: +44 (0)20 3178
8914
|
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SOURCE Cyberonics, Inc.