TORONTO, April 21, 2018 /PRNewswire/ -- Laborie Medical
Technologies ("Laborie") announced the successful completion of the
tender offer by its affiliate Camden Merger Sub, Inc. ("Merger
Sub"), a wholly owned subsidiary of LM US Parent, Inc. ("Parent")
to purchase all outstanding shares of common stock of Cogentix
Medical, Inc. (NASDAQ: CGNT) ("Cogentix") for US$3.85 per share, net to the seller in cash
without interest thereon and subject to any required withholding
tax. The tender offer expired at 12:00 midnight, New York City time, at the end of Friday, April 20, 2018.
The depositary for the tender offer has advised Laborie that as
of the expiration of the tender offer, approximately 51,490,083
shares have been validly tendered and not properly withdrawn in the
tender offer (including 34,769 shares tendered through notices of
guaranteed delivery), representing approximately 84.5 percent of
Cogentix's outstanding shares. Accordingly, the minimum tender
condition for Laborie's pending acquisition of Cogentix has been
satisfied. As a result, Laborie accepted for payment in accordance
with the terms of the tender offer all shares of Cogentix common
stock that were validly tendered and not withdrawn prior to
expiration of the tender offer (including all shares tendered
through notices of guaranteed delivery), and payment for such
shares will be made promptly. Laborie will complete the acquisition
of Cogentix through a merger effected pursuant to Section 251(h) of
the General Corporation Law of the State
of Delaware without a vote or meeting of Cogentix's
stockholders. Laborie expects to effect the merger on or about
April 23, 2018. In the merger, each
outstanding share of Cogentix common stock not tendered and
purchased in the Offer (excluding those shares for which holders
properly exercised appraisal rights under Delaware law and those held by Cogentix) will
be converted into the right to receive the same US$3.85 per share price, without interest and
less any applicable withholding taxes, that was paid in the tender
offer. As a result of the merger, Cogentix will become a wholly
owned subsidiary of Parent. Following the merger, Cogentix's common
stock will be delisted and cease to be traded on the Nasdaq.
About Laborie Medical Technologies
Laborie is a leading global developer, manufacturer and
marketer of innovative medical technology and consumables used in
gastrointestinal procedures and for the diagnosis and treatment of
pelvic health in the Urology, Gynecology, and Colorectal
fields.
Laborie is owned by Patricia Industries – a part of Investor AB
– and is a long-term owner that invests in companies and works to
develop each company to its full potential.
Forward Looking Statements
Statements in this
communication may contain, in addition to historical information,
certain forward-looking statements. Some of these forward-looking
statements may contain words like "believe," "may," "could,"
"would," "might," "possible," "should," "expect," "intend," "plan,"
"anticipate," or "continue," the negative of these words, or other
terms of similar meaning or they may use future dates.
Forward-looking statements in this communication include without
limitation statements regarding the planned completion of the
transactions. These statements are subject to risks and
uncertainties that could cause actual results and events to differ
materially from those anticipated, including, but not limited to,
risks and uncertainties related to: the anticipated benefits of the
transactions, the effects of disruption caused by the transactions
making it more difficult to maintain relationships with employees,
vendors and other business partners; possible stockholder
litigation in connection with the transaction; and other risks and
uncertainties discussed in Cogentix's filings with the U.S.
Securities and Exchange Commission, including the "Risk Factors"
sections of Cogentix Medical's Annual Report on Form 10-K for the
year ended December 31, 2017, as well
as the tender offer documents filed by Merger Sub and the Tender
Offer Solicitation/Recommendation Statement filed by Cogentix.
Neither Laborie nor Cogentix undertakes any obligation to update
any forward-looking statements as a result of new information,
future developments or otherwise, except as expressly required by
law. All forward-looking statements in this communication are
qualified in their entirety by this cautionary statement.
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SOURCE LABORIE Medical Technologies