EATONTOWN, N.J., Nov. 10, 2010 /PRNewswire-FirstCall/ --
Osteotech, Inc. (Nasdaq: OSTE), a leader in the emerging field of
biologic products for regenerative healing, announced today that at
a special meeting of stockholders held yesterday, Osteotech's
stockholders approved Medtronic, Inc.'s acquisition of Osteotech
for $6.50 in cash for each share of
Osteotech common stock outstanding, which per share amount is
subject to decrease in certain limited circumstances described in
the Agreement and Plan of Merger, dated August 16, 2010, by and among Osteotech, Inc.,
Medtronic, Inc., Medtronic Sofamor Danek and England Merger
Corporation (the "Merger Agreement"). There were 12,909,714
shares voted (in person or by proxy) at the special meeting of
stockholders representing 71% of Osteotech's total outstanding
voting shares as of the October 8, 2010 record date.
Of those shares voting, 12,842,620 shares were voted in favor
of adoption of the Merger Agreement and approval of the merger,
representing 99% of the shares that were voted and 70% of the
shares outstanding as of the record date. As of the close of
business yesterday, Osteotech had not received a written demand for
appraisal from any holders of shares outstanding.
The closing of the merger remains subject to certain closing
conditions as specified in the Merger Agreement. Osteotech
expects that the closing of the merger will take place on or about
November 16, 2010, assuming
satisfaction or waiver of all such conditions to closing.
About Osteotech
Osteotech, Inc., headquartered in Eatontown, New Jersey, is a global leader in
providing biologic solutions for regenerative medicine to support
surgeons and their patients in the repair of the musculoskeletal
system through the development of innovative therapy-driven
products that alleviate pain, promote biologic healing and restore
function. For further information regarding Osteotech, please
go to Osteotech's website at www.osteotech.com.
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.
Safe Harbor
This press release contains forward-looking statements, which
include statements regarding the anticipated completion of the
merger between Osteotech and Medtronic and the expected closing
date of the merger. These forward-looking statements involve
known and unknown risks, uncertainties and other factors that may
cause actual results or outcomes to be materially different from
those anticipated in this press release including, among others,
material changes in the economic environment, the tissue industry
or the biologics business; the risk that the merger between
Osteotech and Medtronic may not close due either to litigation
filed by certain stockholders seeking to enjoin the merger or to a
failure by Osteotech to satisfy certain closing conditions; and
other factors relating to Osteotech and Medtronic that may impact
the timing or occurrence of the closing of the merger. In
addition, actual outcomes are subject to other risks and
uncertainties that relate more broadly to Osteotech's overall
business, including those more fully described in Osteotech's
filings with the Securities and Exchange Commission, including its
Proxy Statement dated October 8, 2010
for the Special Meeting of Stockholders held on November 9, 2010, its Annual Report on Form 10-K
for the year ended December 31, 2009
and its Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2010, June 30, 2010 and September 30, 2010. All information in this
press release is as of November 10,
2010 and Osteotech assumes no obligation to update this
information or forward-looking statements.
SOURCE Osteotech, Inc.