HOUSTON and MILAN, Aug. 20,
2015 /PRNewswire/ -- Cyberonics, Inc. (NASDAQ: CYBX,
"Cyberonics") and Sorin S.p.A. (MTA; Reuters Code: SORN.MI,
"Sorin") today announced an update on various matters relating to
their pending business combination (the "Transaction").
The companies announced that the registration statement on Form
S-4 for LivaNova, PLC filed on April 20,
2015 and amended on June 12,
2015, July 13, 2015 and
August 17, 2015, was declared
effective by the Securities and Exchange Commission on August 19, 2015, thus paving the way for
convening the special meeting of Cyberonics stockholders to
consider and vote on the Transaction.
Cyberonics announced that it has set a date for a special
meeting of its stockholders to consider and vote on the Transaction
and certain other related matters. The special meeting of
Cyberonics stockholders will be held on September 22, 2015, at 10:00 a.m., Central
Time, at Cyberonics' offices, 100 Cyberonics Boulevard,
Houston, Texas 77058.
Cyberonics stockholders of record as of the close of business of
today, August 20, 2015, are entitled
to notice of, and to vote at, the special meeting. The
Transaction has already been approved by the boards of directors of
both Cyberonics and Sorin as well as the Sorin stockholders.
The companies currently expect that the Transaction, the
consummation of which remains subject to Cyberonics stockholder
approval and satisfaction of other customary closing conditions,
will close in the fourth calendar quarter of 2015.
About Cyberonics, Inc.
Cyberonics, Inc. is a medical device company with core expertise
in neuromodulation. The company developed and markets the VNS
Therapy® System, which is FDA-approved for the treatment
of medically refractory epilepsy and treatment-resistant
depression. The VNS Therapy System uses an implanted medical device
that delivers pulsed electrical signals to the vagus
nerve. Cyberonics offers the VNS Therapy System in selected
markets worldwide. Cyberonics also has CE Mark for the VITARIA™
System, which provides autonomic regulation therapy for the
treatment of chronic heart failure. Additional information on
Cyberonics and the VNS Therapy System is available at
www.cyberonics.com.
About Sorin
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.
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 merger
transactions involving Cyberonics, LivaNova PLC ("LivaNova") and
Sorin 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 communication does not represent a public
offering in Italy, pursuant to
Section 1, letter (t) of Legislative Decree no. 58 of February 24, 1998, as amended.
LivaNova has filed with the Securities and Exchange Commission
(the "SEC") a registration statement on Form S-4, which includes a
proxy statement of Cyberonics that also constitutes a prospectus of
LivaNova (the "proxy statement/prospectus"). The registration
statement on Form S-4 was declared effective by the SEC on
August 19, 2015, and a definitive
proxy statement/prospectus will be delivered as required by
applicable law. 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, LIVANOVA, THE PROPOSED MERGER
TRANSACTIONS INVOLVING CYBERONICS, SORIN AND LIVANOVA AND RELATED
MATTERS.
Investors and shareholders will be 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 (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 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 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"), LivaNova 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
LivaNova 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 LivaNova 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 fiscal year ended on April 24, 2015, as amended from time to time,
which is filed with the SEC and can be obtained free of charge from
the sources indicated above.
Safe harbor statement
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended and Section 21E of the Securities Exchange Act of 1934, as
amended. These statements can be identified by the use of
forward-looking terminology, including "may," "believe," "will,"
"expect," "anticipate," "estimate," "plan," "intend," "forecast,"
or other similar words. Statements contained in this press
release are based on information presently available to Cyberonics,
Sorin and LivaNova and assumptions that the parties believe to be
reasonable. Cyberonics, Sorin and LivaNova are not assuming
any duty to update this information if those facts change or if the
assumptions are no longer believed to be reasonable.
Investors are cautioned that all such statements involve risks and
uncertainties, including without limitation, statements concerning
conducting our special meeting of stockholders and closing the
proposed merger transactions involving Cyberonics, Sorin and
LivaNova. Important factors that may cause actual results to
differ include, but are not limited to: 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 LivaNova 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 LivaNova
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 LivaNova 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, as amended
from time to time, 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 LivaNova 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 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. None of Cyberonics, Sorin and LivaNova gives any
assurance (1) that any of Cyberonics, Sorin or LivaNova 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.
Contact
information
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For Cyberonics:
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Investors
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Media
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Greg Browne
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Andrew Cole/Chris
Kittredge
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Chief Financial Officer
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Sard Verbinnen &
Co (New York)
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Cyberonics, Inc.
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Tel: +(1)
212-687-8080
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Tel: +(1) 281-228-7262
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London: Conrad
Harrington
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e-mail: ir@cyberonics.com
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Tel: +44 (0)20 3178
8914
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For Sorin Group:
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Investors
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Demetrio Mauro
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Francesca
Rambaudi
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Chief Financial Officer
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Director, Investor
Relations
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Sorin Group
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Sorin
Group
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Tel: +39 02 69969 512
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Tel: +39 02
69969716
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e-mail:
investor.relations@sorin.com
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e-mail:
investor.relations@sorin.com
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Media
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Gabriele Mazzoletti
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Director, Corporate Communications
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Sorin Group
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Tel: +39 02 69 96 97 85
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Mobile: +39 348 979 22 01
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e-mail:
corporate.communications@sorin.com
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Edward Simpkins
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Finsbury (London)
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Tel: +44 7958 421 519
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e-mail:
edward.simpkins@finsbury.com
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Kal Goldberg
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Finsbury (New York)
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Tel: +(1) 646-805-2000
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e-mail: kal.goldberg@finsbury.com
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visit:http://www.prnewswire.com/news-releases/cyberonics-and-sorin-provide-merger-update-300131017.html
SOURCE Cyberonics, Inc.