MILAN and HOUSTON, Sept. 23,
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, announced today that the
High Court of England and
Wales has issued an order
approving completion of the cross-border merger (the "Sorin
Merger") of Sorin with and into LivaNova PLC
("LivaNova") following the adoption of the transaction
agreement (the "Transaction Agreement") providing for the
business combination between Sorin and Cyberonics by Cyberonics
stockholders on September 22,
2015.
The Sorin Merger will become effective at 12:01 a.m. (London time) on October
19, 2015. Thereafter, at 12:01 a.m.
EDT on October 19, 2015, the
merger of Cypher Merger Sub, Inc., a U.S. subsidiary of LivaNova,
with and into Cyberonics will also become effective (the
"Cyberonics Merger"). Pursuant to the Transaction Agreement,
at the effective time of the Sorin Merger, each outstanding Sorin
ordinary share held by a Sorin shareholder will be converted into
the right to receive 0.0472 ordinary shares of £1.00 nominal value
each in the share capital of LivaNova, and at the effective time of
the Cyberonics Merger, each outstanding share of Cyberonics common
stock held by a Cyberonics stockholder will be converted into the
right to receive 1 ordinary share of £1.00 nominal value each in
the share capital of LivaNova, subject to the terms and conditions
in the Transaction Agreement.
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
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.
Contact
information
For
Cyberonics:
Investors
Greg Browne
Chief Financial
Officer
Cyberonics,
Inc.
Tel: +(1)
281-228-7262
e-mail: ir@cyberonics.com
For Sorin
Group:
Investors
Demetrio
Mauro
Chief Financial
Officer
Sorin
Group
Tel: +39 02
69969 512
e-mail:
investor.relations@sorin.com
Media
Gabriele
Mazzoletti
Director, Corporate
Communications
Sorin
Group
Tel: +39 02 69 96 97
85
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
|
Media
Andrew Cole/Chris
Kittredge
Sard Verbinnen &
Co (New York)
Tel: +(1)
212-687-8080
London: Conrad
Harrington
Tel: +44 (0)20 3178
8914
Francesca
Rambaudi
Director, Investor
Relations
Sorin
Group
Tel: +39 02
69969716
e-mail:
investor.relations@sorin.com
Edward
Simpkins
Finsbury
(London)
Tel: +44 7947 740
551
e-mail:
edward.simpkins@finsbury.com
|
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SOURCE Cyberonics, Inc.