Young Innovations Announces Definitive Agreement to be Acquired by
Linden Capital Partners
ST. LOUIS, Dec. 4, 2012 /PRNewswire/ -- Young
Innovations, Inc. (Nasdaq: YDNT) (the "Company" or "Young") today
announced that it has entered into a definitive agreement to be
acquired by an affiliate of Linden Capital Partners, a Chicago-based private equity firm that focuses
on middle market leveraged buyout investments in the healthcare and
life science industries.
Under the terms of the agreement, holders of outstanding shares
of common stock of Young will receive $39.50 per share, representing a 12.5% premium to
the 30-day average closing stock price. The agreement was
unanimously approved by Young's Board of Directors.
Commenting on the transaction, Alfred E.
Brennan, Chairman and Chief Executive Officer, and
Arthur Herbst, President of Young,
said, "This offer creates outstanding value for our shareholders
and rewards our shareholders for the successful strategies employed
by management and employees. This reflects the strength of Young's
brands, strong customer relationships, and many years of successful
growth in sales and earnings. Linden has a proven record of
creating value in successful companies in healthcare and life
science sectors and will enable the Company to further grow our
business. We view this merger as delivering significant value to
our shareholders, and as a result the Board unanimously recommends
the offer to our shareholders."
"Young Innovations is a well-established leader in oral care
with an impressive record of performance driven by its portfolio of
high quality products and a talented team of employees," noted
Tony Davis, a Managing Partner at
Linden. "Linden has successful experience and a dedicated
team in oral care, and we are excited to welcome Young as our
latest platform for growth in the sector."
A special meeting of Young's shareholders will be held after the
preparation and filing of a proxy statement with the Securities and
Exchange Commission and subsequent mailing to shareholders.
If the merger is approved by shareholders, the transaction is
expected to close in the first quarter of calendar year 2013.
The transaction is subject to various closing conditions, including
the receipt of regulatory approvals, but is not subject to a
financing condition. Upon completion of the acquisition,
Young will become a private company, wholly owned by an affiliate
of Linden.
Under the terms of the definitive merger agreement, Young is
permitted to solicit alternative acquisition proposals from third
parties through January 12, 2013 and
intends to consider any such proposals. There can be no
assurances that the solicitation of such proposals will result in
an alternative acquisition transaction. It is not anticipated
that any developments will be disclosed with regard to this process
unless the Company's Board of Directors makes an affirmative
decision to proceed with an alternative acquisition proposal. In
addition, Young may, at any time, subject to the terms of the
definitive merger agreement, respond to unsolicited alternative
acquisition proposals. The definitive merger agreement also
contains certain break-up fees payable to each party in connection
with the termination of the definitive merger agreement under
certain circumstances.
Robert W. Baird & Co. Incorporated is acting as exclusive
financial advisor to Young and has provided a fairness opinion to
the Young Board of Directors. McDermott Will & Emery LLP is serving as
Young's outside counsel. Kirkland & Ellis LLP is serving
as legal counsel to Linden.
About Young Innovations, Inc.:
Young develops, manufactures and markets supplies and equipment
used by dentists, dental hygienists, dental assistants and
consumers. The Company's consumables product offering includes
disposable and metal prophy angles, prophy cups and brushes, dental
micro-applicators, moisture control products, infection control
products, dental handpieces (drills) and related components,
endodontic systems, orthodontic toothbrushes, flavored examination
gloves, children's toothbrushes, and children's toothpastes. In
addition, the Company offers a line of diagnostic products that
includes panoramic X-ray machines and related supplies. The Company
believes it is a leading U.S. manufacturer or distributor of prophy
angles and cups, liquid surface disinfectants, dental
micro-applicators and obturation units designed for warm, vertical
condensation.
About Linden Capital Partners:
Linden Capital Partners is a Chicago-based private equity firm focused
exclusively on leveraged buyouts in the healthcare and life science
industries. Linden's strategy is based upon three elements: i)
healthcare and life science industry specialization, ii) integrated
private equity and operating expertise, and iii) strategic
relationships with large corporations. Linden currently has
investments in middle market platforms in the products,
distribution, and services segments of healthcare.
Forward-Looking Statements:
This press release contains disclosures that are forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 about Young Innovations, Inc. ("Young" or the
"Company") and the proposed merger. Forward-looking
statements include statements in which we use words such as
"expect," "believe," "anticipate," "intend," or similar
expressions. These forward-looking statements are based upon
information presently available to the Company's management and are
inherently subjective, uncertain and subject to change, due to any
number of risks and uncertainties. Factors that could cause
events not to occur as expressed in the forward-looking statements
in this press release include, but are not limited to,
unanticipated delays; the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; the outcome of any legal proceedings that may be
instituted with respect to the proposed merger; and the inability
to complete the merger due to the failure to obtain shareholder
approval for the merger or the failure to satisfy other closing
conditions, including the receipt of required regulatory approvals,
as well as other risk factors detailed in the Company's Annual
Report on Form 10-K filed with the SEC on March 15, 2012 under the captions "Forward
Looking Statements" and "Risk Factors" and otherwise in the
Company's reports and filings with the Securities and Exchange
Commission. Many of these factors are beyond our ability to
control or predict. You should not place undue reliance on
any forward-looking statements, since those statements speak only
as of the date that they are made. Young assumes no
obligation to update, revise or correct any forward-looking
statements after the date of this press release or after the
respective dates on which such statements otherwise are made,
whether as a result of new information, future events or otherwise,
except as otherwise may be required by law.
Additional Information about the Merger and Where to Find
It:
This communication may be deemed to be solicitation material
with respect to the proposed acquisition of Young by an affiliate
of Linden Capital Partners. In connection with the proposed
merger, Young intends to file a preliminary proxy statement and
file or furnish other relevant materials with the Securities and
Exchange Commission, or the SEC. Once the SEC completes its
review of the preliminary proxy statement, a definitive proxy
statement and a form of proxy will be filed with the SEC and mailed
to the shareholders of the Company. INVESTORS AND SECURITY
HOLDERS OF YOUNG ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY
ALL RELEVANT MATERIALS FILED OR FURNISHED WITH THE SEC, INCLUDING
THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE THESE
MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
MERGER AND THE PARTIES TO THE MERGER. The proxy statement and
other relevant materials (when they become available), and any and
all documents filed or furnished by Young with or to the SEC, may
be obtained free of charge at the SEC's web site at
www.sec.gov. In addition, investors and security holders of
Young may obtain free copies of the documents filed or furnished by
Young with or to the SEC by directing a written request to Young
Innovations, Inc., Investor Relations, 13705 Shoreline Court East,
Earth City, Missouri, (314)
344-0010.
Participants in the Solicitation:
Young and its executive officers and directors may be deemed to
be participants in the solicitation of proxies from the
shareholders of Young with respect to the special meeting of
shareholders that will be held to consider the proposed
merger. Information about those executive officers and
directors of Young and their ownership of Young's common stock is
set forth in Young's Definitive Proxy Statement on Schedule 14A,
which was filed with the SEC on April 5,
2012, and is supplemented by other public filings made, and
to be made, with the SEC by Young. Information regarding the
direct and indirect interests of Young, its executive officers and
directors and other participants in the solicitation, which may, in
some cases, be different from those of Young's security holders
generally, will be set forth in the proxy statement relating to the
merger when it becomes available.
SOURCE Young Innovations, Inc.