Sorin S.p.A. (MIL:SRN) (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 two
remaining designees to the Board of Directors of the combined
company, LivaNova PLC (“LivaNova”), effective at the close
of their proposed merger.
As previously announced, under the terms of the merger agreement
providing for the business combination between Cyberonics and
Sorin, immediately after the completion of the proposed merger, the
Board of Directors of LivaNova will be comprised of nine members:
four of whom are to be designated by Sorin, four of whom are to be
designated by Cyberonics and a ninth director to be jointly
designated. Massimo Tononi, who was previously announced as one of
Sorin’s designees, will be replaced by Stefano Gianotti as a Sorin
designee to the LivaNova Board of Directors. In addition, after an
extensive search, Sorin and Cyberonics have jointly designated Dr.
Sharon O’Kane as the ninth independent director of the LivaNova
Board of Directors.
Background information on Sharon O’Kane and Stefano Gianotti and
all of the previously announced directors will be found in the
prospectus in connection with the listing of LivaNova ordinary
shares on the standard segment of the Official List of the
Financial Conduct Authority to be released next week.
“Stefano Gianotti and Sharon O’Kane each possess an incredible
depth of knowledge, operational expertise and proven leadership
that will greatly enhance the board’s efforts in guiding our
company forward once we close our merger with Sorin," said Dan
Moore, Cyberonics’ current Chief Executive Officer, who will be the
non-executive Chairman of the Board of Directors of LivaNova.
“These highly qualified independent directors will contribute
significantly to the vision, growth and success of the combined
company,” said André-Michel Ballester, Sorin’s Chief Executive
Officer, who will serve as LivaNova’s Chief Executive Officer and a
member of its Board of Directors.
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.
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.
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 CONSOB 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.
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20151009005734/en/
For Cyberonics:InvestorsGreg BrowneChief
Financial OfficerCyberonics, Inc.Tel: +(1) 281-228-7262e-mail:
ir@cyberonics.comMediaAndrew Cole/Chris KittredgeSard
Verbinnen & Co (New York)Tel: +(1) 212-687-8080London: Conrad
HarringtonTel: +44 (0)20 3178 8914orFor Sorin
Group:InvestorsDemetrio MauroChief Financial
OfficerSorin GroupTel: +39 02 69969 512e-mail:
investor.relations@sorin.comFrancesca RambaudiDirector,
Investor RelationsSorin GroupTel: +39 02 69969716e-mail:
investor.relations@sorin.comMediaGabriele
MazzolettiDirector, Corporate CommunicationsSorin GroupTel: +39
02 69 96 97 85Mobile: +39 348 979 22 01e-mail:
corporate.communications@sorin.comKal GoldbergFinsbury (New
York)Tel: +(1) 646-805-2000e-mail:
kal.goldberg@finsbury.comEdward SimpkinsFinsbury
(London)Tel: +44 7958 421 519e-mail:
edward.simpkins@finsbury.com