Medtronic Signs Agreement to Acquire ATS Medical
29 Avril 2010 - 1:30PM
Business Wire
Medtronic, Inc. (NYSE:MDT), and ATS Medical, Inc. (NASDAQ:ATSI),
today announced that the companies have signed a definitive
agreement under which Medtronic will acquire ATS Medical by paying
$4.00 per share in cash for each share of ATS Medical stock. The
total value of the transaction is expected to be approximately $370
million, which includes the purchase of ATS Medical stock and
assumption of net debt.
ATS Medical is a leading developer, manufacturer and marketer of
products and services focused on cardiac surgery, including heart
valves and cryoablation technology. The company’s innovative
Open-Pivot® bileaflet mechanical and 3f® pericardial valve
technology, along with its CryoMaze family of ablation products,
will extend Medtronic’s current product offerings to cardiac
surgeons.
“The acquisition of ATS Medical will further strengthen our
CardioVascular business,” said Scott Ward, senior vice president of
Medtronic, Inc., and president of the CardioVascular business. “ATS
is an innovative and successful company that is well respected by
cardiac surgeons throughout the world.”
“Medtronic’s complementary mission and leadership in treatments
for structural heart disease represents the best possible
opportunity for bringing ATS Medical’s innovative cardiac surgery
technologies to more surgeons and patients,” said Michael Dale,
chairman, president and CEO of ATS Medical. “We are very proud of
the business that ATS Medical’s past and present employees have
built while maintaining an unwavering focus on innovation and,
above all, delivering products that provide superior clinical
outcomes.”
The transaction is subject to customary closing conditions,
including approval by ATS Medical’s shareholders and U.S. and
foreign regulatory clearances.
About ATS Medical
ATS Medical, Inc. is dedicated to ‘Advancing The Standards’ of
cardiac surgery through the development, manufacturing and
marketing of innovative products and services for the treatment of
structural heart disease. ATS serves the cardiac surgery community
by focusing on heart valve disease therapy and ablation of cardiac
arrhythmias.
About Medtronic
Medtronic, Inc. (www.medtronic.com), headquartered in
Minneapolis, is the global leader in medical technology –
alleviating pain, restoring health, and extending life for millions
of people around the world. The CardioVascular business is
committed to advancing the treatment of coronary, peripheral,
aortic and structural heart disease through collaboration with
leading clinicians, researchers and scientists worldwide.
Additional Information about the Proposed Transaction and
Where You Can Find It
ATS intends to file with the Securities and Exchange Commission
(the “SEC”) preliminary and definitive proxy statements and other
relevant materials in connection with the proposed acquisition of
ATS by Medtronic. The definitive proxy statement will be mailed to
ATS shareholders. Before making any voting or investment decisions
with respect to the transaction, investors and security holders of
ATS are urged to read the proxy statement and the other relevant
materials when they become available because they will contain
important information about the transaction, ATS and Medtronic.
Investors and security holders may obtain free copies of these
documents (when they are available) and other documents filed with
the SEC at the SEC’s web site at www.sec.gov. In addition, investors and
security holders may obtain free copies of the documents filed with
the SEC by accessing ATS’s website at www.atsmedical.com by
clicking on the “Investors” link and then clicking on the “SEC
Filings” link or by writing to ATS at 3905 Annapolis Lane North,
Minneapolis, Minn., 55447.
Information Regarding Participants
ATS, Medtronic and their respective directors, executive
officers and certain other members of management and employees may
be soliciting proxies from ATS shareholders in favor of the merger.
Information regarding the persons who may, under the rules of the
SEC, be considered participants in the solicitation of the ATS
shareholders in connection with the proposed merger will be set
forth in the proxy statement when it is filed with the SEC. You can
find information about Medtronic’s executive officers and directors
in its definitive proxy statement filed with the SEC on
July 17, 2009. You can obtain a free copy of this document at
the SEC’s web site at www.sec.gov, or by accessing Medtronic’s
website at www.medtronic.com and clicking on the Investors link.
You can find information about ATS’s executive officers and
directors in its definitive proxy statement filed with the SEC on
April 9, 2010. You can obtain a free copy of this document at
the SEC’s web site at www.sec.gov, or by accessing the ATS website
and clicking on the “Investors” link and then clicking on the “SEC
Filings” link.
Safe Harbor
This Press Release contains forward-looking statements that may
include statements regarding intent, belief or current expectations
of ATS and its management. Actual results could differ materially
from those projected in the forward-looking statements as a result
of a number of important factors. Forward looking statements
include statements about the benefits and advantages of the
acquisition for ATS and its shareholders. Other factors that may
affect ATS or its business include, without limitation, the risk
that the acquisition may not close due to unforeseen developments,
the results of clinical trials, the timing of regulatory approvals,
the impact of pending healthcare reforms and regulatory actions,
the terms of outstanding debt obligations, competition, pricing
pressures, supplier actions and management of growth. For a
discussion of these and other risks and uncertainties that could
affect ATS’s activities and results, please refer to ATS’s filings
with the SEC, including its Form 10-K for the year ended December
31, 2009.
Any forward-looking statements are subject to risks and
uncertainties. Medtronic cautions readers that any forward-looking
information is not a guarantee of future performance and that
actual results could differ materially from those contained in the
forward-looking information. Forward looking statements include,
but are not limited to, statements about the benefits of the
acquisition, including expected cost savings and operating
synergies, the strength of ATS Medical’s product portfolio, the
ability of Medtronic to re-enter into the mechanical valve segment,
improved patient outcome and adoption of ATS Medical’s products by
surgeons. The following factors, among others, could cause actual
results to differ from those set forth in the forward-looking
statements: the ability to obtain regulatory approvals of the
proposed acquisition, including antitrust approvals; the failure of
ATS Medical’s shareholders to approve the transaction; the risk
that the businesses will not be integrated successfully; the risk
that the cost savings and any other synergies from the acquisition
may not be fully realized or may take longer to realize than
expected; disruption from the acquisition making it more difficult
to maintain relationships with customers, employees or suppliers;
and competition and its effect on pricing, spending, third-party
relationships and revenues. Additional factors that may affect
future results are contained in Medtronic’s Annual Report on Form
10-K for the year ended April 24, 2009 and Medtronic’s Quarterly
Report on Form 10-Q for the quarter ended January 29, 2010.
Actual results may differ materially from anticipated results.
Medtronic disclaims any obligation to update and revise statements
contained in this release based on new information or
otherwise.
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