HOUSTON, Sept. 22, 2015 /PRNewswire/ -- Cyberonics,
Inc. (NASDAQ: CYBX, "Cyberonics") today announced that its
stockholders voted to adopt the merger agreement providing for the
business combination of Cyberonics and Sorin S.p.A. (MTA; Reuters
Code: SORN.MI, "Sorin") at the special meeting of Cyberonics
stockholders held earlier today. More than 98.8 percent of
votes cast at the special meeting were in favor of the transaction,
representing more than 84.2 percent of all outstanding shares of
Cyberonics.
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 organized
under the laws of England and
Wales, LivaNova PLC
("LivaNova"). The Transaction was overwhelmingly approved by
Sorin shareholders on May 26,
2015.
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. The Transaction, which is
expected to close in the fourth calendar quarter of 2015, remains
subject to the satisfaction of certain closing conditions set forth
in the transaction agreement.
About Cyberonics
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.
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, LivaNova, 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 LivaNova 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 LivaNova 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 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 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 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, 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 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 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.
Contacts:
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.