Theragenics Corporation® (NYSE: TGX) (the “Company”), a medical
device company serving the surgical products and prostate cancer
treatment markets, announced today that it has signed a definitive
merger agreement pursuant to which a newly formed affiliate (the
“Purchaser”) of Juniper Investment Company, LLC will acquire all of
the outstanding common stock of the Company for $2.20 per share in
cash.
The Board of Directors of the Company unanimously approved the
merger agreement and the transactions contemplated thereby. The
merger agreement permits the Company to solicit competing offers
from credible and bona fide third parties through September 6,
2013.
Regarding the transaction, M. Christine Jacobs, the Company’s
Chairman, Chief Executive Officer and President, stated, “This
transaction presents a significant premium over the Company’s
trading prices prior to the announcement of discussions with
Juniper, and, after careful analysis, the Board has determined that
the transaction is in the best interests of our stockholders.”
Ms. Jacobs, who would retire from Theragenics upon the closing
of a transaction with Juniper, concluded, “Juniper is an
experienced investor and committed to maintaining the
customers-first approach that is so fundamental to the Company.
Theragenics will be well positioned to continue to serve the needs
of its customers without the significant burden of public company
costs.”
Alexis Michas, a managing member of Juniper Investment Company,
said, “We will be focused on delivering profitable growth by
providing outstanding products and outcomes for the Company’s
customers. We recognize that the Company’s success is driven by the
efforts of its employees, and we look forward to continuing to
build on the Company’s strong foundation of quality, dedication and
service.”
The transaction is expected to close in the fourth quarter of
2013, subject to stockholder approval and customary closing
conditions as set forth in the merger agreement. Upon the closing
of the transaction, Frank J. Tarallo, the current Chief Financial
Officer of the Company, will become the Chief Executive Officer of
the Company. Mr. Tarallo will also remain President of the
Brachytherapy business. Current senior management of CP Medical,
Galt Medical, and NeedleTech Products, all wholly-owned
subsidiaries of the Company, will remain unchanged.
The financing for the transaction is fully committed, and will
consist of a combination of equity contributed by affiliates of
Juniper and other investors, including affiliates of Garrison
Investment Group, and debt financing provided by Credit Suisse AG
and affiliates of Garrison Investment Group. Juniper currently owns
approximately 7% of the Company’s outstanding common stock and will
reinvest that equity into the acquiring entity or an affiliate
thereof.
VRA Partners is acting as the Company’s financial advisor, and
Brown Gibbons Lang & Company is acting as the Board's
independent financial advisor. Bryan Cave LLP is acting as the
Company’s legal advisor.
Juniper is acting as its own financial advisor, and Shearman
& Sterling LLP is acting as its legal advisor.
Additional Information and Where to Find It
In connection with the proposed transaction, the Company will
file a proxy statement with the SEC. INVESTORS ARE STRONGLY ADVISED
TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ON THE PROPOSED TRANSACTION. Investors may
obtain free of charge the proxy statement (when available) and
other relevant documents filed with the SEC with respect to the
proposed transaction at the SEC’s website at www.sec.gov. In
addition, the proxy statement (when available) and such other
documents may be obtained free of charge by directing a request to
Theragenics Corporation, 5203 Bristol Industrial Way, Buford,
Georgia 30518, Attention: Investor Relations Department, (800)
998-8479.
The Company and its directors, executive officers and certain
other members of its management and employees may be deemed to be
participants in the solicitation of proxies from its stockholders
in connection with the proposed merger. Information regarding the
interests of such directors and executive officers is included in
the Company’s proxy statement for its 2013 Annual Meeting of
Stockholders filed with the SEC on April 1, 2013, and information
concerning all of the Company’s participants in the solicitation
will be included in the proxy statement related to the proposed
merger when it becomes available.
About Theragenics Corporation
Theragenics Corporation 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.
About Juniper Investment Company
Juniper Investment Company was founded in 2007 by Alexis Michas
and John Bartholdson to develop and manage alternative investment
offerings that address unique market opportunities. The principals
of Juniper have extensive private equity investment experience
dating back to 1981 encompassing the activities of our predecessor
organizations, Merrill Lynch Capital Partners (1981-1999) and
Stonington Partners (1994-2010). These activities encompass the
acquisition of over 50 companies totaling over $22 billion in total
consideration and involving the investment of approximately $3.2
billion of equity capital across a range of industries.
Forward Looking Statements
Certain matters discussed in this release may be forward-looking
statements. These forward-looking statements are based on current
expectations, estimates, forecasts and projections of future
company or industry performance based on management’s judgment,
beliefs, current trends and market conditions. Actual outcomes and
results may differ materially from what is expressed, forecasted or
implied in any forward-looking statement. Forward-looking
statements may be identified by the use of words such as “will,”
“expects,” “intends,” “plans,” “anticipates,” “believes,” “seeks,”
“estimates,” and similar expressions. There are a number of risks
and uncertainties that could cause actual results to differ
materially from the forward-looking statements included in this
document. These include, but are not limited to: (i) regulatory
approvals required for the transaction may not be obtained, or
required regulatory approvals may delay the transaction or result
in the imposition of conditions that could have a material adverse
effect on the Company or cause the parties to abandon the
transaction; (ii) conditions to the closing of the transaction may
not be satisfied; (iii) the outcome of any legal proceedings to the
extent initiated against on the Company or others following the
announcement of the transaction cannot be predicted; (iv) the
business of the Company may suffer as a result of uncertainty
surrounding the transaction; and (v) the Company may be adversely
affected by other economic, business, and/or competitive factors.
Other factors that could cause the Company’s actual results to
differ materially from those expressed or implied are discussed
under “Risk Factors” in Theragenics Corporation’s most recent
annual report on Form 10-K and other filings with the Securities
and Exchange Commission. The Company undertakes no obligation to
update any forward-looking statements whether as a result of new
information, future events or otherwise. Readers are cautioned not
to place undue reliance on these forward-looking statements.
Theragenics (NYSE:TGX)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Theragenics (NYSE:TGX)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024