Theragenics Corporation Extends Exclusivity Period Under Letter Agreement with Juniper Investment Company
13 Juin 2013 - 2:47PM
Business Wire
Theragenics Corporation® (NYSE: TGX), a medical device company
serving the surgical products and prostate cancer treatment
markets, today announced that, based on ongoing discussions, the
Company and Juniper Investment Company, LLC (“Juniper”) have agreed
to extend the exclusivity period under the letter agreement dated
May 12, 2013 in connection with Juniper’s proposal to acquire all
of the Company’s outstanding common stock. The exclusivity period
will now expire at 5:00 p.m. ET on June 18, 2013 unless, prior to
such time, Juniper has provided to the Company drafts of equity and
debt financing commitments in an amount sufficient to fund the
proposed transaction, in which case the exclusivity period will be
automatically extended until 5:00 p.m. ET on June 25, 2013.
Juniper has expressly reaffirmed its proposal to acquire all of
the Company’s outstanding common stock for $2.25 to $2.30 per share
in cash. In connection with the extension of exclusivity, Juniper’s
proposal anticipates that any definitive merger agreement between
the Company and Juniper would contain an appropriate “go shop”
provision allowing the Company, for a period of 35 days (increased
from the 30-day period in Juniper’s prior proposal) from the date
of execution of a definitive merger agreement, to solicit interest
from third parties in connection with an alternative business
combination.
The proposed transaction remains subject to, among other things,
satisfactory completion of Juniper’s due diligence review of the
Company, the receipt of financing by Juniper and the negotiation
and execution of a mutually acceptable definitive merger agreement
containing customary terms and conditions.
No final decision has been made to engage in a merger
transaction or similar business combination with Juniper or any
other party. The Board continues to evaluate strategic
alternatives, including Juniper’s proposal, consistent with its
fiduciary duties to act in the best interest of the Company’s
stockholders. There can be no assurance that any definitive merger
agreement will be entered into or, if entered into, what the terms
thereof will be, or that this or any other transaction will be
approved or consummated. The Company does not intend to comment
further regarding this proposal or its evaluation of strategic
alternatives unless a specific transaction is recommended by the
Board.
Theragenics Corporation (NYSE: TGX) operates two business
segments: its surgical products business and its brachytherapy seed
business. The surgical products business (www.cpmedical.com,
www.galtmedical.com, www.needletech.com) manufactures and
distributes wound closure, vascular access, and specialty needle
products. Wound closure products include sutures, needles and other
surgical products. Vascular access includes introducers, guidewires
and related products. Specialty needles include coaxial, biopsy,
spinal and disposable veress needles, access trocars, implanters,
introducer products, and other needle-based products. The surgical
products segment serves a number of markets and applications,
including, among other areas, interventional cardiology,
interventional radiology, vascular surgery, orthopedics, plastic
surgery, dental surgery, urology, veterinary medicine, pain
management, endoscopy, and spinal surgery. Theragenics’
brachytherapy business manufactures, custom loads, distributes and
markets “seeds” used primarily in the minimally invasive treatment
of localized prostate cancer. The Company’s brachytherapy product
line (www.theragenicsbrachy.com) includes its palladium-103
TheraSeed® and its iodine-125 AgX100® devices. The terms "Company,"
"we," "us," or "our" mean Theragenics Corporation and all entities
included in our consolidated financial statements. For additional
information, call our Investor Relations Department at (800)
998-8479 or visit www.theragenics.com.
This press release contains forward looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, the accuracy of which are necessarily subject to risks and
uncertainties, including, without limitation, statements regarding
the outcome of exploring strategic alternatives, a proposed
business combination with Juniper, success and results of strategic
initiatives, future financial performance or financial position, as
well as our assumptions underlying such information. Actual results
may differ materially due to a variety of factors, including, among
other things, uncertainties related to the completion of due
diligence, execution of a definitive agreement, satisfaction of
closing conditions to be specified in a definitive agreement and
other factors set forth from time to time in our filings with the
Securities and Exchange Commission.
All forward looking statements and cautionary statements
included in this document are made as of the date hereof based on
information available to us as of the date hereof, and we assume no
obligation to update any forward looking statement or cautionary
statement.
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