Filed by Sorin S.p.A.
pursuant to Rule 425 under the United States Securities Act of 1933, as amended
Subject Companies: Sorin S.p.A., Cyberonics, Inc. and LivaNova PLC
Date: September 8, 2015
This filing
relates to a proposed business combination involving
Sorin S.p.A., Cyberonics, Inc. and LivaNova PLC
(Subject Company Commission File No.: 000-19806;
Commission File No. for Registration Statement on Form S-4: 333-203510)
NO FURTHER LEGAL ACTION BY ITALIAN STATES ATTORNEY TO ENJOIN THE COMBINATION OF SORIN AND CYBERONICS
Sorin and Cyberonics announce termination of Italian creditor rights objection process
Milan, Italy and Houston, TX, September 8, 2015 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 that no appeal of the decision of
the Civil Court of Milan at first instance to refuse to enjoin the planned combination of Sorin and Cyberonics (the Transaction) under a newly formed holding company, LivaNova PLC (LivaNova) has been filed within the
prescribed deadline.
With the termination of the creditor rights process, Sorin has satisfied an additional condition to the completion of the
Transaction.
In response to this development, André-Michel Ballester, Sorins Chief Executive Officer stated, We are pleased that
the creditor rights process has been successfully concluded. We remain committed to closing the transaction as quickly as possible, and we continue to be excited by the future for LivaNova.
On August 20, 2015, Cyberonics announced its plan to hold its Special Meeting of Stockholders on September 22, 2015 to consider and vote on
the Transaction. The companies currently expect that the Transaction, 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 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 was 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,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT SORIN, CYBERONICS, LIVANOVA, THE PROPOSED MERGER TRANSACTIONS INVOLVING CYBERONICS, SORIN AND LIVANOVA 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 are 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 made available to Cyberonics shareholders) or (2) on Sorins website at www.sorin.com
(for documents made available to Sorins 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.
2
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, is set forth in the definitive proxy statement/prospectus filed
with the SEC. Information regarding Cyberonics directors and executive officers is contained in Cyberonics 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 Sorins 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 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 Sorins 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.
3
Contact information
|
|
|
For Cyberonics:
Investors Greg Browne
Chief Financial Officer Cyberonics, Inc.
Tel: +(1) 281-228-7262 e-mail: ir@cyberonics.com
For Sorin Group:
Investors Demetrio Mauro
Chief Financial Officer Sorin Group
Tel: +39 02 69969 512 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 Kal Goldberg
Finsbury (New York) Tel: +(1) 646-805-2000
e-mail: kal.goldberg@finsbury.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
Francesca Rambaudi Director, Investor
Relations Sorin Group Tel: +39 02 69969716
e-mail: investor.relations@sorin.com
Edward Simpkins Finsbury (London)
Tel: +44 7958 421 519 e-mail:
edward.simpkins@finsbury.com |
4
Cyberonics (NASDAQ:CYBX)
Historical Stock Chart
From Mar 2024 to Apr 2024
Cyberonics (NASDAQ:CYBX)
Historical Stock Chart
From Apr 2023 to Apr 2024