ev3 Inc. Proposes to Acquire Public Minority Stake in Micro Therapeutics, Inc.
October 10 2005 - 9:30AM
PR Newswire (US)
Proposes Purchase of Approximately 29.8% of Shares Not Already
Owned PLYMOUTH, Minn., Oct. 10 /PRNewswire-FirstCall/ -- ev3 Inc.
(NASDAQ:EVVV), a global endovascular device company, announced
today that it had delivered a proposal to Micro Therapeutics, Inc.
(MTI) (NASDAQ:MTIX) to acquire all of the outstanding shares of
common stock of MTI that ev3 does not already own through an
exchange offer. ev3, through a wholly owned subsidiary, currently
owns approximately 70.2% of MTI's common stock. If the transaction
is successful, ev3 would issue approximately 6.6 million new shares
of its common stock, bringing ev3's total pro forma outstanding
shares to approximately 56 million. (Logo:
http://www.newscom.com/cgi-bin/prnh/20050615/CGEV3LOGO ) Based on
the terms of the proposal, MTI's public stockholders would be
offered 0.45797 of a share of ev3 common stock for each outstanding
share of MTI common stock they own. Based on the $17.25 closing
price of ev3's common stock on October 7, 2005, the offer
represents a value of approximately $7.90 per share of MTI common
stock, which reflects an approximately 33.0% premium to the closing
price of MTI's common stock on that date. The MTI special committee
has informed ev3 that, based on its analysis to date, it intends to
recommend acceptance of ev3's offer to acquire the outstanding MTI
common stock that it does not currently own in exchange for a
number of shares of ev3 common stock based on an exchange ratio of
0.45797 of a share of ev3 common stock for each share of MTI common
stock, subject to satisfactory due diligence, final agreement
regarding the terms of the exchange offer and related documentation
and receipt of a formal fairness opinion from the special
committee's financial advisor. James Corbett, President and CEO of
ev3 Inc. commented, "All of us at ev3 are very excited about the
prospects for completing this transaction and further aligning the
growth and financial goals of ev3 and MTI. The combination of the
two companies will facilitate the realization of efficiencies in
sales and marketing as well as research and development. In
addition, the transaction will result in significant cost savings
as redundant public company and other general and administrative
expenses are eliminated." ev3 expects to file offering materials
with the Securities and Exchange Commission and to commence its
exchange offer as soon as practicable thereafter. ev3's offer will
be conditioned on the acceptance of the offer by holders of
two-thirds of the shares of MTI not held by ev3 or other affiliates
of MTI. Assuming this condition is satisfied and the exchange offer
is completed, ev3 would own more than 90% of the outstanding shares
of MTI's common stock as a result of the exchange offer and ev3
would thereafter effect a merger of MTI with and into ev3 or an
affiliate of ev3 on the same terms as the exchange offer. ev3's
offer will also be conditioned on MTI's having provided the
necessary consents and/or waivers under MTI's current "poison pill"
and any applicable state anti-takeover statutes. ev3 has advised
MTI that ev3's sole interest is in acquiring the remaining MTI
shares held by the minority stockholders and that it has no
interest in a disposition of its stake in MTI. About ev3 Inc. ev3
Inc. is a global medical device company focused on endovascular
technologies for the minimally invasive treatment of vascular
diseases and disorders. ev3 and the ev3 logo are trademarks of ev3
Inc., registered in the U.S. and other countries. Forward-Looking
Statements. Statements contained in this press release that are not
historical information are forward-looking statements as defined
within the Private Securities Litigation Reform Act of 1995. Such
forward- looking statements are subject to risks and uncertainties
that could cause actual results to differ materially from those
projected or implied. Such risks and uncertainties include: the
recommendation of the transaction by MTI's special committee; the
result of the review of the proposed exchange offer by various
regulatory agencies and any conditions imposed on ev3 in connection
with consummation of the exchange offer; satisfaction of various
conditions to the closing of the exchange offer; and the risks that
are described from time to time in ev3's and MTI's respective
reports filed with the Securities and Exchange Commission ("SEC"),
including annual reports on Form 10-K and quarterly reports on Form
10-Q, as such reports may have been amended. ev3 Inc. undertakes no
obligation to publicly release the results of any revisions to
these forward-looking statements, which may be made to reflect
events or circumstances occurring after the date hereof or to
reflect the occurrence of unanticipated events. Additional
Information and Where to Find It. In connection with the proposed
transaction, a registration statement on Form S-4, containing a
prospectus, will be filed with the SEC. MTI STOCKHOLDERS ARE
ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROSPECTUS
THAT WILL BE PART OF THE REGISTRATION STATEMENT, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE EXCHANGE OFFER. The final
prospectus will be mailed to stockholders of MTI. Investors and
security holders will be able to obtain the registration statement
containing the prospectus (and the filings with the SEC that will
be incorporated by reference into such documents) free of charge at
the SEC's web site, http://www.sec.gov/ , and from ev3 Investor
Relations at (763) 398-7000.
http://www.newscom.com/cgi-bin/prnh/20050615/CGEV3LOGO
http://photoarchive.ap.org/ DATASOURCE: ev3 Inc. CONTACT: Patrick
D. Spangler, CFO of ev3 Inc., +1-763-398-7000,
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