Healthcare Industry News: neuromodulation
News Release - April 30, 2007
Greatbatch and Enpath Sign Definitive Merger AgreementProposed Transaction Expands Greatbatch CRM and Neurostimulation Platform
Conference Call and Webcast for Investors and Analysts Scheduled for Today at 10:30 EDT/9:30 CDT
CLARENCE, N.Y. & MINNEAPOLIS--(HSMN NewsFeed)--Greatbatch, Inc. (the "Company") (NYSE:GB ) and Enpath Medical, Inc. (Nasdaq:NPTH ) announced today that they have entered into a definitive merger agreement under which Greatbatch will acquire Enpath for $14.38 per share in cash, or approximately $102 million, including assumption of debt. Under the terms of the agreement, Greatbatch will commence a tender offer for all of Enpath's outstanding shares no later than May 8, 2007.
The proposed transaction is subject to customary closing conditions and regulatory approvals and the tender of a majority of Enpath's outstanding shares, on a fully diluted basis. The purchase price will be funded out of Greatbatch's available cash and the transaction is not subject to financing conditions. The transaction is expected to close in late June and has been unanimously approved by the Boards of Directors of both companies.
Based in Minneapolis, Enpath is a medical products company engaged in designing, developing, manufacturing and marketing single use medical device products for the cardiac rhythm management ("CRM"), neuromodulation and interventional radiology markets.
Enpath's main product lines consist of the following:
- Venous vessel introducers and valved introducers that enable physicians to create a conduit through which they can insert infusion catheters, implantable ports and pacemaker leads into a blood vessel.
- Advanced delivery catheters that can be manipulated to enable the health care professional to access parts of the patient's anatomy that cannot be reached by traditional introducers.
- Implantable stimulation leads, adaptors and delivery systems for the cardiac and neuromodulation markets.
Strategic Benefits of the Transaction to Greatbatch;
- Complements existing CRM business
- Offers greater ability to service the neurostimulation market
- Provides platform for organic and inorganic growth
- Diversifies both customer and market concentration
- Gain strong management team with regulatory and device experience
- Synergistic with current technical capabilities
- Accelerates sales growth rate
- Expected to be accretive to Greatbatch in 2008
Enpath Medical will release financial results for the first quarter ended March 31, 2007 as scheduled on May 2, 2007. However, the conference call planned for that date has been cancelled. Enpath's Annual Shareholder Meeting, scheduled for 3:45 PM on Thursday, May 3, will proceed as scheduled but will not include an executive report on the Company's business.
Banc of America Securities LLC is acting as financial advisor to Greatbatch and Hodgson Russ LLP is legal counsel. Greene Holcomb & Fisher LLC is acting as financial advisor to Enpath and Lindquist & Vennum PLLP is legal counsel to Enpath.
Greatbatch and Enpath will host a conference call for investors and analysts at 10:30 a.m. ET on Monday, April 30, 2007 to discuss today's announcement. The call may be accessed at 1-800-510-0219. The conference passcode is 17659112. The call will also be simultaneously webcast at www.greatbatch.com.
Following the call, an audio replay will be available for seven days by dialing 1-888-286-8010, passcode 21347858.
Greatbatch, Inc. is a leading developer and manufacturer of critical components used in implantable medical devices and other technically demanding applications.
About Enpath Medical
Enpath Medical, Inc., is a leader in the design, development, manufacture and marketing of percutaneous delivery systems and stimulation leads technologies.
This press release contains forward-looking statements, including statements regarding the anticipated closing date of the above described acquisition, the expected effect of the acquisition on Greatbatch's earnings per share, operating margins, and sales growth, and its role in complementing and advancing Greatbatch's business. These statements are based on current expectations, forecasts and assumptions. Actual results could differ materially from those anticipated by these forward-looking statements as a result of a number of factors, some of which may be beyond Greatbatch's control. Among other things, these factors include the risk that the acquisition will not be completed or is delayed because the tender offer did not proceed as anticipated or closing conditions to the acquisition were not satisfied. Other factors include the possibility that the expected financial and strategic benefits of the transaction are not realized in a timely manner or not at all. For a further list and description of risks and uncertainties associated with Greatbatch's and Enpath Medical's businesses, see their reports filed with the Securities and Exchange Commission, including the "Risk Factors" section in each company's most recent annual report on Form 10-K. The companies disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Enpath Medical. Greatbatch will be filing a Tender Offer Statement with the Securities and Exchange Commission (SEC) and Enpath Medical will be filing a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the offer. Enpath Medical shareholders are advised to read the Tender Offer Statement regarding the acquisition of Enpath Medical referenced in this news release, and the related Solicitation/Recommendation Statement, when those statements are made available to them. The Tender Offer Statement and the Solicitation/Recommendations Statement will contain important information that should be read carefully before any decision is made with respect to the offer. These documents will be made available to all shareholders of Enpath Medical at no expense to them. These documents will also be available at no charge on the SEC's web site at www.sec.gov. Shareholders may also obtain copies of these documents without charge by requesting them from Enpath Medical, Inc. in writing at 2300 Berkshire Lane North, Minneapolis, MN 55441, or phone at (763) 951-8181.
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