MILAN and HOUSTON,
Sept. 10, 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 appointment of Vivid Sehgal as Chief Financial
Officer of LivaNova PLC ("LivaNova") effective with the closing of
the proposed merger of Sorin and Cyberonics. He will report
directly to Andre-Michel Ballester,
who will be the Chief Executive Officer of LivaNova, and will be
based in the company's London
headquarters.
Mr. Sehgal brings more than 25 years of financial, operational
and compliance leadership, most recently with Allergan, Inc., where
he served as Senior Vice President, Treasury, Risk & Investor
Relations, playing a lead role in the company's capital deployment
and risk strategies, culminating in the $66
billion sale of Allergan to Actavis plc.
Previously, Mr. Sehgal served as Vice President & Regional
Controller of Allergan's Europe,
Middle East and Africa (EMEA) business, where he was
responsible for finance, accounting, information technology, market
research, data quality and sales operations covering more than 60
countries. He played a key role in the formulation and execution of
the group's strategy for international acquisitions and expansion
into key emerging markets.
Prior to Allergan, Mr. Sehgal worked in various roles with
GlaxoSmithKline and SmithKline Beecham for nine years, with his
last position being Group Controller for the International
Pharmaceutical Division, with sales of more than $13 billion. He brings additional financial
leadership experience from other companies, including the Gillette
Company during its acquisition by Procter & Gamble, Inc. and
Grand Metropolitan plc.
"Vivid brings a wide variety of experience to LivaNova,
including the development of shared services, strategic planning,
Sarbanes-Oxley implementation and merger integration," commented
Andre-Michel Ballester, designated
Chief Executive Officer of LivaNova and CEO of Sorin. "We are
delighted to welcome Vivid as a key member of our senior management
team."
Greg Browne, Interim Chief
Financial Officer of LivaNova, will continue to support LivaNova in
a transitional capacity until, as previously announced, his
retirement in mid-year of 2016.
Mr. Sehgal, who has lived and worked in the U.S., the U.K.,
Eastern and Central Europe, and
the Middle East, earned a master's
degree in Finance and Investment from the University of
Exeter and a bachelor's degree in
Economics from the University of Leicester. He is a member of the Chartered
Institute of Management Accountants.
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 Sorin's website at www.sorin.com (for documents made available
to Sorin's 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,
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 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' 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
|
|
|
For
Cyberonics:
|
|
|
Investors
|
Media
|
|
Greg
Browne
|
Andrew Cole/Chris
Kittredge
|
|
Chief Financial
Officer
|
Sard Verbinnen &
Co (New York)
|
|
Cyberonics,
Inc.
|
Tel: +(1)
212-687-8080
|
|
Tel: +(1)
281-228-7262
|
London: Conrad
Harrington
|
|
e-mail:
ir@cyberonics.com
|
Tel: +44 (0)20 3178
8914
|
|
For Sorin
Group:
|
|
|
Investors
|
|
|
Demetrio
Mauro
|
Francesca
Rambaudi
|
|
Chief Financial
Officer
|
Director, Investor
Relations
|
|
Sorin
Group
|
Sorin
Group
|
|
Tel: +39 02 69969
512
|
Tel: +39 02
69969716
|
|
e-mail:
investor.relations@sorin.com
|
e-mail:
investor.relations@sorin.com
|
|
Media
|
|
|
Gabriele
Mazzoletti
|
Edward
Simpkins
|
|
Director, Corporate
Communications
|
Finsbury
(London)
|
|
Sorin
Group
|
Tel: +44 7958 421
519
|
|
Tel: +39 02 69 96 97
85
|
e-mail:
edward.simpkins@finsbury.com
|
|
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
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visit:http://www.prnewswire.com/news-releases/sorin-and-cyberonics-announce-appointment-of-livanovas-chief-financial-officer-300140916.html
SOURCE Cyberonics, Inc.