UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

Perseon Corporation

(Name of Subject Company)

 

GALIL MERGER SUB, INC.

(Offeror)

A wholly-owned subsidiary of

 

GALIL MEDICAL INC.

(Offeror)

A wholly-owned subsidiary of

 

GALIL MEDICAL LTD.

(Offeror)

 

COMMON STOCK, $0.001 PAR VALUE PER SHARE
PUBLIC WARRANTS TO PURCHASE COMMON STOCK

(Title of Classes of Securities)

 

715270 203 715270 112
(CUSIP Number of Common Stock) (CUSIP Number of Public Warrants)
   
Marty Emerson Please send copies of all communications to:
Galil Medical Inc. Robert K. Ranum, Esq.
4364 Round Lake Road Fredrikson & Byron, P.A.
Arden Hills, MN 55122 200 South Sixth Street, Suite 4000
Telephone: (877) 639-2796 Minneapolis, MN 55402
Fax: (877) 510-7757 Fax: (612) 492-7077
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)  

 

CALCULATION OF FILING FEE

 

Transaction Valuation   Amount of Filing Fee
N/A   N/A

 

 

  

¨Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  Amount Previously Paid: N/A   Filing Party: N/A
  Form or Registration No.: N/A   Date Filed: N/A

 

xCheck the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes to designate any transactions to which the statement relates:

 

  x  third-party tender offer subject to Rule 14d-1.
  ¨  issuer tender offer subject to Rule 13e-4.
  ¨  going-private transaction subject to Rule 13e-3.
  ¨  amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

 

 

 

 

 This filing relates solely to preliminary communications made before the commencement of a planned tender offer by Galil Merger Sub, Inc., a Delaware corporation (the “Purchaser”), a direct wholly-owned subsidiary of Galil Medical Inc., a Delaware corporation (the “Parent”), which is itself a direct wholly-owned subsidiary of Galil Medical Ltd, an Israeli company (the “Israeli Parent”), for all the outstanding common stock and publicly-traded warrants of Perseon Corporation, a Delaware corporation (the “Company”), to be commenced pursuant to the Agreement and Plan of Merger, dated October 26, 2015, among Parent, Purchaser, and the Company.

 

The exhibits are neither an offer to purchase nor solicitation of an offer to sell securities. The tender offer for the outstanding shares of the Company’s common stock and the outstanding publicly-traded warrants described in this filing has not commenced. At the time the offer is commenced, the Purchaser will file a tender offer statement on Schedule TO with the Securities and Exchange Commission, and the Company will file a solicitation/ recommendation statement on Schedule 14D-9, with respect to the offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to the Company’s stockholders at no expense to them. In addition, all of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s website: www.sec.gov.

 

Exhibit Index

 

Exhibit   Description
99.1   Press Release dated October 27, 2015
99.2   Press Release dated October 27, 2015

 

 



 

Exhibit 99.1

 

Galil Medical Enters into Agreement to Acquire Perseon Corporation to

Create Leader in Ablation Treatment for Tumors

 

·Transaction brings scale and cost savings to create high growth, high margin market opportunity capitalizing on increased global distribution
·Hot and cold combination provides powerful tool kit for interventional radiologists
·Galil Medical to pay $1.00 per Perseon share plus consideration for warrants, representing total transaction value of approximately $10.6 million
·Perseon provides preliminary update for the third quarter of 2015

 

Arden Hills, MN, and Salt Lake City, UT– October 27, 2015 Galil Medical, a global leader in delivering innovative cryotherapy ablation solutions, and Perseon Corporation (NASDAQ: PRSN; PRSNW) (“Perseon” or “The Company”), a leading provider of medical systems that utilize energy to treat cancer, today announced the signing of a definitive agreement in which Galil Medical will acquire Perseon to create a leader in ablation treatment for both cancerous and non-cancerous tumors. Under the terms of the agreement, Galil Medical will pay $1.00 per share in cash, plus $0.02 per warrant for each of the publicly traded warrants, for a total transaction value of approximately $10.6 million. The transaction has been approved by the boards of directors of both companies.

 

“We believe this transaction propels us to a market leadership position in minimally invasive treatment of cancerous and non-cancerous tumors, with a broadened product offering that delivers both ‘hot and cold’ ablation solutions for our growing base of interventional radiologists,” said Martin J. Emerson, President and CEO of Galil Medical. “We see tremendous opportunity to scale sales of both Perseon’s microwave and our cryotherapy ablation solutions, both of which represent high growth, high margin opportunities attacking a large and growing global market for tumor ablation.”

 

“We believe Galil Medical is the ideal partner to allow Perseon to continue our efforts to build awareness and increase sales of MicroThermX®, which is a companion technology to cryotherapy ablation and is used by the same interventional radiologists, streamlining our sales efforts. Our companies are also closely aligned in our commitment to investing in robust product development pipelines and clinical research activities to stay at the forefront of ablation technology,” said Clint E. Carnell, President and CEO of Perseon. “Marty and his team have built a well-respected brand and reputation as pioneers in the interventional radiology market. We look forward to leveraging their world-class distribution channel, which includes relationships with more than 300 hospital units in the U.S. alone, to accelerate MicroThermX sales both in the U.S. and around the world.”

 

According to Millennium Research Group in US Markets for Nonvascular Interventional Radiology Devices. 2013, as well as internal projections, the total addressable market for the combined companies is expected to be $500 million to $700 million in the U.S. alone by 2025, representing a 16.6% to 20.6% compound annual growth rate (“CAGR”). Both companies’ products are FDA and CE Marked approved and are expected to generate significant growth, with cryotherapy expected to grow at a 22% CAGR from 2013-2020 and microwave ablation expected to grow at a 70% CAGR from 2015-2020. In addition, the combined company expects to achieve gross margins of approximately 70%.

 

 

 

 

Page 2 of 7

 

 

Emerson added, “In addition to revenue synergies, we expect to realize an estimated reduction of at least $5 million in combined operating expenses from this transaction. With strong revenue growth, attractive gross margins, and significant cost savings, we are targeting positive EBITDA for the combined company by 2017.”

 

Carnell commented, “With this agreement, our new management team at Perseon is executing the strategy we articulated earlier this year by partnering with an industry leader who can help us achieve scale and maximize sales of MicroThermX. Given our liquidity needs, it will be challenging for Perseon to continue to operate as a stand-alone entity. We believe this agreement offers the best value for our stockholders and provides us with the capital and infrastructure needed to continue our cause to fight humanity’s worst disease.”

 

Martin J. Emerson will remain President and CEO of Galil Medical and Clint E. Carnell, President and CEO of Perseon, will join Galil Medical’s board of directors.

 

Terms of the Agreement

 

Galil Medical will attempt to acquire all of the outstanding shares of common stock of Perseon through a tender offer, followed by a second-step merger. In the tender offer, Galil Medical will offer to purchase all of Perseon’s publicly held shares for $1.00 per share in cash. In addition, Galil Medical will offer $0.02 per publicly traded warrant.

 

The transaction purchase price of approximately $10.6 million will be funded through a combination of debt and equity that will be raised concurrent with the tender process. The transaction is expected to close during the fourth quarter of 2015 or the first quarter of 2016, subject to a financing condition and other customary closing conditions, including the tender of at least a majority of the outstanding shares and at least 65% of the outstanding publicly traded warrants, and appropriate regulatory approvals.

 

If the tender offer is successful, Galil Medical will acquire all remaining shares of Perseon common stock that are not tendered through a second-step merger under Section 251(h) of the Delaware General Corporation Law, which will be completed shortly after the tender offer and will not require a vote of Perseon’s stockholders.

 

Houlihan Lokey is acting as Galil Medical’s financial advisor and Fredrikson & Byron is serving as Galil Medical’s legal advisor. SunTrust Robinson Humphrey is acting as Perseon’s financial advisor and Dorsey & Whitney LLP is serving as Perseon’s legal advisor.

 

 

 

 

Page 3 of 7

 

 

Perseon Provides Update for the Three Months Ended September 30, 2015

 

For the third quarter ended September 30, 2015, Perseon reported total revenues of $555,514, which were primarily derived from Perseon's MicroThermX product line. These results represent an 11% increase of MicroThermX sales compared to the same quarter a year ago when MicroThermX sales totaled $501,350. For the three months ended September 30, 2014, the Company reported total revenues of $1,080,447, which included $579,097 in hyperthermia sales.

 

“The 11% year-over-year increase in MicroThermX sales for the three-month period was comprised of a 30% increase in our U.S. business, somewhat offset by a 30% decline in our international revenues, largely due to a one-time reduction in distributor-held inventory levels we agreed to with our largest international distributor, Terumo. Our unique technology platform is receiving very positive reception with existing and new customers,” said Carnell.

 

For the three months ended September 30, 2015, the Company reported total gross profit of $394,966, and corresponding gross margin of 71%, compared to $407,296, and 38% for the three months ended September 30, 2014. The increase in gross margin for Q3 2015 when compared to Q3 2014 was primarily the result of the high gross margin of the MicroThermX product line unencumbered by the much lower profitability of the hyperthermia product line, which was divested effective April 1, 2015.

 

For the third quarter of fiscal year 2015, the Company reported a net loss of $3,045,305, or $0.38 per share, compared to a net loss of $2,061,328, or $0.52 per share, for the comparable period last year.

 

For the nine months ended September 30, 2015, the Company reported cash flow used by operating activities of $7,543,427. As of September 30, 2015, Perseon reported a cash and cash equivalents balance of $3,026,606, total current assets of $4,728,975 and no long-term debt. 

 

Based on current projections the cash resources will only be sufficient to sustain the Company’s operations for up to four months after September 30, 2015 without substantial cost cutting to a level that would include fewer sales resources and lower compliance levels of staffing and activities across the Company. In addition, the Company’s financial advisors have advised that prospects of raising additional equity on acceptable terms are not likely. Further, to become profitable revenues would need to significantly increase from sales of MicroThermX products and the Company would have to substantially reduce expenses. It is not expected that sales of MicroThermX products will increase sufficiently to cover the Company’s total costs of operations before it runs out of cash. Substantially reducing costs may impair its ability to increase revenue. Accordingly, the Company recommends this transaction as the best value for shareholders.

 

About Galil Medical

 

Galil Medical is a global leader in delivering innovative cryotherapy ablation solutions.  The company’s products are utilized by interventional radiologists and surgeons to ablate cancerous and non-cancerous tumors affecting the kidney, bone, lung, liver, and prostate. At the prestigious CIRSE conference recently held in Lisbon, Portugal, the clinical experience with cryotherapy was discussed in over 30 scientific presentations. The company has facilities located in Arden Hills, Minnesota and Yokneam, Israel. Shareholders include Thomas, McNerney & Partners, The Vertical Group, and Investor Growth Capital.

 

 

 

 

Page 4 of 7

 

 

About Perseon

 

Perseon Corporation invests its resources in fighting humanity’s worst disease: cancer. Perseon’s people are dedicated to finding innovative technologies and means to deliver energy solutions to healthcare providers and patients around the world. MicroThermX treats soft tissue tumors with precision-focused energy, expanding the options and broadening the opportunities for cancer treatment.

 

Additional Information

 

The tender offer for the outstanding Securities has not yet commenced. This communication is not an offer to purchase or a solicitation of an offer to sell the Company’s securities. The solicitation and the offer to purchase the Securities will only be made pursuant to an offer to purchase and related materials that Galil intends to file with the Securities and Exchange Commission (the “SEC”). At the time the tender offer is commenced, Galil will file a Tender Offer Statement on Schedule TO with the SEC, and the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer.

 

THE COMPANY’S STOCKHOLDERS AND WARRANTHOLDERS ARE ADVISED TO READ THE SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO.

 

Investors and stockholders may obtain free copies of the Schedule TO and Schedule 14D-9, as each may be amended or supplemented from time to time, and other documents filed by the parties (when available), at the SEC’s web site at www.sec.gov or by contacting the Company by mail at 460 West 50 North, Salt Lake City, UT 84101, by telephone at (801) 972-5555 or the investor relations portion of the Company’s website at www.perseonmedical.com.

 

Forward-Looking Statements

 

Statements contained in this press release that are not historical facts, including statements relating to the timing of and satisfaction of conditions of the merger, whether any of the anticipated benefits of the merger will be realized, future market growth, future revenues, future positive EBITDA, future operational cost savings, future cash flow and liquidity, future competitive positioning and business synergies, future market demand, future benefits to stockholders, and future economic and industry conditions are forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. All forward-looking statements are subject to risks and uncertainties, including the risk that for a variety of reasons we may not be able to consummate the merger or execute on our strategic plans, the risk that the Perseon stockholders and warrantholders won’t tender, the risk that adequate financing to complete the tender offer and merger will not be obtained, and other risks and uncertainties detailed in the Company's filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date on which such statements are made, and the Company undertakes no obligation to update such statements to reflect events or circumstances arising after such date, except as required by law.

  

Contact

 

For Galil Medical

Martin J. Emerson

President and CEO

Galil Medical

+1 651 287 5050

Marty.emerson@galilmedical.com

 

Scott P. Youngstrom

Vice President, Chief Financial Officer

Galil Medical

+1 651 287 5052

Scott.youngstrom@galilmedical.com

 

For Perseon

Tricia Ross

Financial Profiles

310-622-8226

tross@finprofiles.com

 

(Tables Follow)

 

 

 

 

Page 5 of 7

 

 

PERSEON CORPORATION
(Formerly BSD Medical Corporation)
Condensed Balance Sheets
(Unaudited)
ASSETS 

September 30,

2015

  

December 31,

2014

 
Current assets:          
   Cash and cash equivalents  $3,026,606   $5,594,578 
   Accounts receivable, net of allowance for doubtful
      accounts of $66,480 and $140,000, respectively
   540,340    275,072 
   Related party trade accounts receivable   -    13,471 
   Inventories, net   991,565    1,775,648 
   Other current assets   170,464    86,583 
      Total current assets   4,728,975    7,745,352 
           
Property and equipment, net   356,234    1,140,871 
           
   $5,085,209   $8,886,223 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
           
Current liabilities:          
   Accounts payable  $747,695   $598,466 
   Accrued liabilities   1,106,079    1,105,152 
   Notes payable, net of discount   55,709    - 
   Customer deposits   19,777    41,667 
   Deferred revenue   -    54,218 
      Total current liabilities   1,929,260    1,799,503 
           
Commitments and contingencies          
           
Stockholders’ equity:          
   Preferred stock, $.001 par value; 10,000,000 shares
      authorized, no shares issued and outstanding
   -    - 
   Common stock, $.001 par value, 80,000,000 shares
      authorized, 9,768,756 and 3,971,366 shares
      issued, respectively
   9,769    3,971 
   Additional paid-in capital   68,467,000    63,623,143 
   Treasury stock, 2,433 shares at cost   (234)   (234)
   Accumulated deficit   (65,320,586)   (56,540,160)
      Total stockholders’ equity   3,155,949    7,086,720 
           
   $5,085,209   $8,886,223 

 

 

 

 

 

Page 6 of 7

 

 

PERSEON CORPORATION
(Formerly BSD Medical Corporation)
Condensed Statements of Comprehensive Loss
(Unaudited)
                 
   Three Months Ended   Nine Months Ended 
   September 30,   September 30, 
   2015   2014   2015   2014 
Revenues:                    
   Sales  $500,014   $928,460   $2,444,541   $3,095,310 
   Sales to related parties   -    27,087    11,232    408,127 
   Equipment rental   55,500    124,900    208,800    317,200 
                     
   Total revenues   555,514    1,080,447    2,664,573    3,820,637 
                     
Cost of revenues:                    
   Cost of sales   160,548    650,329    1,274,359    1,928,232 
   Cost of related party sales   -    19,875    6,668    305,650 
   Cost of equipment rental   -    2,947    1,965    8,841 
                     
   Total cost of revenues   160,548    673,151    1,282,992    2,242,723 
                     
Gross margin   394,966    407,296    1,381,581    1,577,914 
                     
Operating costs and expenses:                    
   Research and development   754,296    542,484    1,818,861    1,678,143 
   Selling, general and administrative   2,668,551    1,924,887    8,280,210    5,667,301 
                     
   Total operating costs and expenses   3,422,847    2,467,371    10,099,071    7,345,444 
                     
Loss from operations   (3,027,881)   (2,060,075)   (8,717,490)   (5,767,530)
                     
Other income (expense):                    
   Royalty income from related party   84,000    -    84,000    - 
   Interest income (expense), net   (26,592)   8,095    (55,084)   15,813 
   Other expense, net   (72,182)   (7,348)   (89,202)   (14,295)
                     
   Total other income (expense)   (14,774)   747    (60,286)   1,518 
                     
Loss before income taxes   (3,042,655)   (2,059,328)   (8,777,776)   (5,766,012)
                     
Provision for income taxes   (2,650)   (2,000)   (2,650)   (2,000)
                     
Net loss and comprehensive loss  $(3,045,305)  $(2,061,328)  $(8,780,426)  $(5,768,012)
                     
Net loss per common share:                    
   Basic  $(0.38)  $(0.52)  $(1.65)  $(1.60)
   Diluted  $(0.38)  $(0.52)  $(1.65)  $(1.60)
                     
Weighted average number of shares
   outstanding:
                    
   Basic   7,954,000    3,971,000    5,320,000    3,604,000 
   Diluted   7,954,000    3,971,000    5,320,000    3,604,000 

 

 

 

 

Page 7 of 7

 

 

PERSEON CORPORATION
(Formerly BSD Medical Corporation)
Condensed Statements of Cash Flows
(Unaudited)

 

   Nine Months Ended
September 30,
 
   2015   2014 
Cash flows from operating activities:          
   Net loss  $(8,780,426)  $(5,768,012)
   Adjustments to reconcile net loss to net cash used
      in operating activities:
          
      Depreciation and amortization   74,373    96,305 
      Stock issued for services   165,864    180,000 
      Stock-based compensation   379,762    597,820 
      (Gain) loss on disposition of property and equipment   68,035    (30)
      Amortization of debt discount   26,512    - 
      Decrease (increase) in:          
         Receivables   (251,797)   398,475 
         Inventories   784,083    415,479 
         Other current assets   (83,881)   21,153 
      Increase (decrease) in:          
         Accounts payable   149,229    (193,389)
         Accrued liabilities   927    478,204 
         Customer deposits   (21,890)   (371,046)
         Deferred revenue   (54,218)   (656,166)
           
   Net cash used in operating activities   (7,543,427)   (4,801,207)
           
Cash flows from investing activities:          
   Net proceeds from disposition of property and equipment   949,330    2,025 
   Purchase of property and equipment   (307,101)   (55,318)
           
   Net cash provided by (used in) investing activities   642,229    (53,293)
           
Cash flows from financing activities:          
   Proceeds from sale of common stock   5,192,250    5,275,067 
   Payment of stock offering costs   (888,221)   (638,488)
   Proceeds from notes payable, net   844,581    82,465 
   Payments on notes payable   (815,384)   (57,451)
           
   Net cash provided by financing activities   4,333,226    4,661,593 
           
Net decrease in cash and cash equivalents   (2,567,972)   (192,907)
Cash and cash equivalents, beginning of period   5,594,578    7,423,091 
           
Cash and cash equivalents, end of period  $3,026,606   $7,230,184 

 

 



 

Exhibit 99.2 

 

 

 

GALIL MEDICAL ANNOUNCES AGREEMENT TO ACQUIRE PERSEON CORPORATION

 

100% cash tender will commence; closing contingent on raising approximately $26M in new debt/equity

 

Arden Hills, MN—October 27, 2015 — Galil Medical, the global leader in interventional oncology cryoablation technology, announced today it has entered into an agreement to acquire 100% of Perseon Corporation, a publicly-traded company and a leader in the field of microwave ablation, in an all cash transaction valued at $10.6M. The resulting combined company will be privately owned.

 

The transaction is contingent upon, among other things, Galil raising approximately $26 million concurrent with the deal’s closing and upon the tender of a majority of Perseon’s outstanding common stock and 65% of Perseon’s publicly-traded warrants.

 

“The combination of Galil and Perseon will allow the new company to further leverage the significant investments both Galil and Perseon have made in the field of interventional oncology. The vast majority of interventional oncologists utilize both cryoablation and microwave ablation technologies to treat their broad patient base, and we look forward to bringing even more value to the physician and patient base that both Galil and Perseon are currently serving.” said Martin J. Emerson, Galil Medical President and CEO, who will serve in the same capacity for the new company. “We believe there are significant operating synergies that we can derive by combining these two companies, which will allow for significant investments in both clinical research and new product development. Galil has built a strong and well-regarded reputation for its commitment to innovation and its investments in both meaningful clinical research and truly differentiated new products, and the new company will hold itself to that same high standard.”

 

The resulting combination is expected to generate strong double-digit percentage revenue growth and expanding gross margins, while achieving positive EBITDA in 2017 and positive cash flow by year-end 2018.

 

The transaction is expected to close in December 2015 or early 2016, subject to Galil obtaining sufficient funding to close the transaction. Galil’s board of directors and its current private equity shareholder base are fully committed to this transaction, and will be investing approximately $5M of the expected $26M in new capital that is required to fund this acquisition, pay the related transaction expenses and provide growth capital for the combined company.

 

About Galil Medical Galil Medical is a global leader in delivering innovative cryoablation solutions.  The company is addressing patient conditions across multiple physician specialties. Treatment areas and clinical research priorities include conditions affecting bone, kidney, liver, lung and prostate, as well as targeted pain and nerve applications. Company offices are located in Arden Hills, Minnesota and Yokneam, Israel.  Shareholders include Thomas, McNerney & Partners, The Vertical Group, and Investor Growth Capital.

 

Forward-Looking Statements

 

This release contains forward-looking statements that are subject to various risks and uncertainties. Such statements include statements regarding closing of the acquisition of Perseon, the raising of additional funding in connection with such acquisition, the commencement of the proposed tender offer relating to Perseon’s common stock and warrants, the potential benefits and financial results of the combined company, and other statements that are not historical facts, including statements which may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including delays in commencing the proposed tender offer, delays or the inability to satisfy closing conditions for the acquisition, the inability to raise the required financing, the difficulties inherent in integrating the businesses of Perseon and Galil and in projecting financial results of the combined company, and delays and complications in such integration.

 

 

4364 Round Lake Road West │ Arden Hills, MN 55112 │ 877.639.2796 (CRYO) │ 877.510.7757 Fax
www.galilmedical.com

 

 

 

 

 

 

 

Important Additional Information

 

The tender offer described in this press release for all of the outstanding shares of common stock and publicly-traded warrants of Perseon has not yet commenced. Galil intends to file tender offer documents with the Securities and Exchange Commission (the “SEC”). This press release is for informational purposes only and does not constitute an offer to purchase, or a solicitation of an offer to sell, shares of common stock or warrants of Perseon, nor is it a substitute for the tender offer documents. Investors and Perseon stockholders are strongly advised to read the tender offer documents and the related solicitation/recommendation statement on Schedule 14D-9 that will be filed by Perseon with the SEC, and other relevant materials when they become available, because they will contain important information.

 

Investors and Perseon stockholders can obtain copies of these materials (and all other related documents filed with the SEC) when available, at no charge on the SEC’s website at www.sec.gov. Investors and Perseon stockholders may also read and copy any reports, statements and other information filed by Galil or Perseon with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.

 

Contact information:

 

Martin J. Emerson

President and CEO

Tel: +1 651 287 5050

Email: marty.emerson@galilmedical.com

Scott P. Youngstrom

Vice President, Chief Financial Officer

Tel: +1 651 287 5052

Email: scott.youngstrom@galilmedical.com

 

 

4364 Round Lake Road West │ Arden Hills, MN 55112 │ 877.639.2796 (CRYO) │ 877.510.7757 Fax
www.galilmedical.com