11.02.2008 12:31:00
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Bayer HealthCare Affiliate MEDRAD and Possis Medical Sign Definitive Merger Agreement
Bayer HealthCare affiliate MEDRAD, Inc., Warrendale, PA and Possis
Medical, Inc., Minneapolis, MN, (Nasdaq:POSS), announced today that they
have entered into a definitive merger agreement pursuant to which MEDRAD
will acquire Possis Medical in a cash tender offer for US-Dollar 19.50
per share, or a total equity value of approximately US-Dollar 361
million. The offer price represents a premium of approximately 39
percent over Possis Medical’s average closing
price for the thirty days prior to February 8, 2008. The board of
directors of Possis Medical has unanimously approved the transaction and
resolved to recommend the offer to their shareholders.
The transaction is structured as a tender offer, which the parties have
agreed to commence within the next ten business days followed by a
merger. Both the tender offer and the merger are subject to terms and
conditions detailed in the merger agreement, including the tender of not
less than two-thirds of the outstanding shares of Possis Medical on a
fully-diluted basis and customary regulatory clearances. The tender
offer is not subject to a financing contingency. The tender is to be
followed by a second-step merger in which any untendered Possis Medical
shares would be converted into the right to receive the same price per
share as shareholders who tendered in the cash tender offer. The tender
offer is expected to close in the first quarter of 2008.
MEDRAD is a leading provider of contrast injection systems used to
diagnose cardiovascular and other diseases. Possis Medical is a leading
provider of mechanical thrombectomy devices used to treat narrowed or
blocked arteries and veins. The proposed combination of MEDRAD and
Possis Medical will join two leaders in their respective fields, and
underscores MEDRAD’s commitment to the
treatment of patients in the growing cardiovascular intervention field.
Cardiovascular disease remains one of the main causes of death and
disability in the United States and Europe and it is estimated that in
the United States alone, more than 80 million people are affected by
some form of cardiovascular disease.
The combination of the two highly compatible sales organizations and
shared target customer groups establishes a leading and expansive
footprint in the cardiovascular intervention field and empowers the
combined organization to offer a broader, more comprehensive suite of
products and an exceptional level of service to its customers. MEDRAD’s
broad and proven international distribution infrastructure offers an
exciting platform for the expansion of Possis Medical’s
product portfolio into attractive and largely underpenetrated
international markets. The combination of Possis Medical’s
thrombectomy platform and MEDRAD’s vascular
injection systems offers a highly complimentary focus on high pressure
intravascular fluid management and represents a broadened base for
future development of new and innovative applications.
"This merger will capitalize on both companies’
strengths to deliver growth in our current markets, and create a
formidable cardiovascular portfolio in the future,”
said John P. Friel, MEDRAD President and CEO. "We
welcome Possis Medical as the cornerstone of MEDRAD’s
cardiovascular strategy. It is a truly compatible partnership in terms
of product performance, company growth and employee culture.” "Our shared history of innovation bodes well
for product development beyond our core businesses, and provides
tremendous opportunity for growth for our business and employees. In
addition, MEDRAD will enable us to broaden our geographic reach without
adding infrastructure. We look forward to joining the Bayer and MEDRAD
organization,” said Possis Medical President
and CEO Robert G. Dutcher.
Headquartered near Minneapolis, Minnesota, Possis Medical posted
revenues of $67 million and employed approximately 280 people for its
fiscal year ending July 31, 2007. Premiering in 1997, Possis Medical’s
AngioJet® Rheolytic™
Thrombectomy System remains the medical world's leading mechanical
thrombectomy system. Over 300,000 patients worldwide have been treated
with AngioJet therapy. Possis Medical recently launched the AngioJet
Ultra System, a new easier-to-use drive unit that has driven strong
revenue growth over the past four quarters.
Conference Call
Possis Medical will host a conference call today, Monday, February 11,
2008, at 3:00 p.m. (CST). Bob Dutcher, Chairman & CEO, and Jules Fisher,
CFO, will discuss the proposed merger with Bayer HealthCare Affiliate,
MEDRAD.
To join the conference call, dial 1-800-762-8932 (international
1-480-629-1990). A replay of the conference call will be available
beginning on February 12, 2008 for 30 days. To access the replay, dial
1-800-406-7325 (international 1-303-590-3030) and enter the access code
3844245.
For individual investors, a Webcast of the conference call will be
available at www.possis.com under
the "Investors”
tab, or at www.fulldisclosure.com.
Institutional investors can access the Webcast through a
password-protected site at www.streetevents.com.
An archived Webcast of Possis’ conference
call will be available for 30 days, starting February 12, 2008.
About MEDRAD
MEDRAD, Inc. is a worldwide leading provider of medical devices and
services that enable and enhance imaging procedures of the human body.
Used in diagnostic imaging, MEDRAD’s product
offerings include a comprehensive line of vascular injection systems,
magnetic resonance (MR) surface coils and patient care products, and
equipment services. Total 2006 revenues were US-Dollar 478 million.
MEDRAD is a 2003 recipient of the Malcolm Baldrige National Quality
Award, the top honor a U.S. company can receive for quality and business
excellence. The company’s world headquarters
is near Pittsburgh, Pennsylvania, in the United States. MEDRAD is an
affiliate of Bayer AG and employs over 1,700. More company information
is available at www.MEDRAD.com.
About Possis Medical
Possis Medical develops, manufactures and markets pioneering medical
devices for the large and growing cardiovascular and vascular treatment
markets. The Company’s AngioJet System is the
world’s leading mechanical thrombectomy
system with FDA approval to remove large and small thrombus from
coronary arteries, coronary bypass grafts, peripheral arteries and
veins, A-V grafts and native fistulas.
About Bayer HealthCare
Bayer AG is a global enterprise with core competencies in the fields of
health care, nutrition and high-tech materials. Its subgroup Bayer
HealthCare is one of the world’s leading,
innovative companies in the healthcare and medical products industry and
is based in Leverkusen, Germany. The company combines the global
activities of the Animal Health, Consumer Care, Diabetes Care, and
Pharmaceuticals divisions. The Pharmaceuticals division comprises the
following business units: Women's Healthcare, Diagnostic Imaging,
Specialized Therapeutics, Hematology/Cardiology, Primary Care, and
Oncology. The company's aim is to discover and manufacture products that
will improve human and animal health worldwide. The products enhance
well being and quality of life by diagnosing, preventing and treating
diseases.
Cautionary statement regarding forward-looking statements
Certain statements in this press release that are neither reported
financial results nor other historical information are forward-looking
statements, including but not limited to, statements that are
predictions of or indicate future events, trends, plans or objectives.
These forward-looking statements speak only as of the date on which they
are made, and we undertake no obligation to update or revise any
forward-looking statements. These forward-looking statements are subject
to risks and uncertainties that may cause actual results to differ
materially from those contained in the statements, including the
following: (a) the occurrence of any event, change or other circumstance
that could give rise to the termination of the definitive merger
agreement; (b) the inability to complete or delay the transaction due to
the failure to receive required regulatory or other approvals or to
satisfy other conditions to the transaction; and (c) the risk that the
proposed transaction disrupts current plans and operations.
Additional Information
The tender offer described in this press release has not yet commenced,
and this press release is neither an offer to purchase nor a
solicitation of an offer to sell Possis Medical common stock. Investors
and security holders are urged to read both the tender offer statement
and the solicitation/recommendation statement regarding the tender offer
described in this press release when they become available because they
will contain important information, including the terms of and
conditions to the tender offer. The tender offer statement will be filed
by Phoenix Acquisition Corp., a wholly-owned subsidiary of MEDRAD, with
the Securities and Exchange commission ("SEC”)
and the solicitation/recommendation statement will be filed by Possis
Medical with the SEC. Investors and security holders may obtain a free
copy of these statements (when available) and other documents filed by
MEDRAD or Possis Medical with the SEC at the website maintained by the
SEC at www.sec.gov. The tender offer
statement and related materials, solicitation/recommendation statement,
and such other documents may be obtained for free by directing such
requests to Investor Relations of Possis Medical, Inc., 9055 Evergreen
Boulevard, Minneapolis, Minnesota, MN 55433-8603.
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