ATLANTA, and IRVINE, Calif., March
29, 2011 /PRNewswire/ -- CryoLife, Inc. (NYSE: CRY), an
implantable biological medical device and cardiovascular tissue
processing company, and Cardiogenesis Corporation (OTCQB: CGCP), a
leading developer of surgical products used in the treatment of
patients with refractory angina resulting from diffuse coronary
artery disease, today announced that the boards of directors of
both companies have approved a definitive agreement under which
CryoLife will acquire all of the outstanding shares of
Cardiogenesis for $0.457 per share.
The all-cash transaction values Cardiogenesis at
approximately $22 million, net of
cash acquired and liabilities assumed. The offer represents a
43 percent premium to Cardiogenesis' closing price on March 28, 2011. The transaction is expected
to be conducted as a tender offer followed by a merger and to close
in mid to late May 2011.
Cardiogenesis had sales of $11.3
million for the year ended December
31, 2010. Cardiogenesis' market leading YAG laser
system and single use, fiber-optic delivery systems are FDA
approved for performing a surgical procedure known as
Transmyocardial Revascularization (TMR), which treats patients with
angina that is not responsive to standard medications.
Patients undergoing TMR treatment with Cardiogenesis products
have been shown to have angina improvement, longer event-free
survival, reduction in cardiac related hospitalizations, and
increased exercise tolerance. The current market potential
for TMR surgical procedures in the U.S. is estimated to be greater
than $175 million. CryoLife
believes that the delivery of biologic materials, such as stem
cells, in conjunction with TMR could increase the estimated U.S.
market potential to greater than $700
million.
Cardiogenesis has also developed the PHOENIX™ Combination
Delivery System, which is designed to combine the intramyocardial
delivery of biologic materials with TMR. The synergy of
injecting biologics, such as stem cells or growth factors, with TMR
may provide greater angina reduction, improve cardiac function and
enhance quality of life in patients with diffuse disease who are
not candidates for surgical bypass or intervention. The
PHOENIX System has received a CE Mark and CryoLife intends to begin
commercialization efforts in select European markets in the second
half of 2011, with a more extensive launch expected in 2012.
Cardiogenesis and CryoLife products are both targeted toward
cardiovascular surgeons and this acquisition represents a
significant addition to CryoLife's cardiac surgery portfolio.
Leveraging its significant global sales force, CryoLife
expects to grow TMR revenues in the low double-digits within 12
months of completing the acquisition, excluding the benefits of any
possible future product approvals or successful clinical trial
outcomes.
"We believe this transaction will benefit the customers,
employees and shareholders of both companies," said Steven G. Anderson, chairman, president and
chief executive officer of CryoLife. "Cardiogenesis brings
developed technologies with proven clinical outcomes in the
treatment of cardiovascular disease and a pipeline of potential new
products that build on the TMR platform. Cardiogenesis'
products greatly expand our customer offerings and we believe they
will create opportunities for us to cross sell and rollout
Cardiogenesis' products on a global platform. We look forward
to welcoming Cardiogenesis employees to the CryoLife team as we
work together to create opportunity for our customers and
investors."
"CryoLife is a partner that shares our commitment to develop
innovative products that improve the lives of patients around the
world," said Paul McCormick,
executive chairman of Cardiogenesis. "We are pleased to be
joining CryoLife and we feel that the company's direct cardiac
surgery sales force, geographic scale, expertise and resources will
help us expand the global reach of our products."
Following the completion of the transaction, Cardiogenesis will
become a wholly-owned subsidiary of CryoLife.
Terms of the Agreement
Under the terms of the definitive agreement, Cardiogenesis
shareholders will receive $0.457 in
cash for each share of Cardiogenesis stock they own, less
applicable withholding taxes. Upon consummation of the tender
offer, CryoLife intends to complete a merger in order to acquire
all of the shares of Cardiogenesis common stock that remain
outstanding after the completion of the tender offer, at the same
per share price.
CryoLife expects the tender offer for the outstanding shares of
Cardiogenesis to commence on or around April
4, 2011 and to remain open for at least 20 business days.
The officers and directors of Cardiogenesis, who currently
hold 2.7 percent of the voting shares of Cardiogenesis, have agreed
to tender all of their shares into the offer upon CryoLife's
request.
If over 83.5 percent of the outstanding shares of Cardiogenesis
are tendered in the tender offer, CryoLife expects to exercise a
"top up" option and close on the short-form merger approximately 10
days thereafter. If at least a majority but less than 83.5
percent, of the outstanding shares of Cardiogenesis are tendered in
the tender offer, CryoLife will purchase up to 49.9 percent of
Cardiogenesis' shares in the tender offer, and Cardiogenesis will
hold a special meeting of Cardiogenesis shareholders as soon as
practical after the completion of the tender offer to vote on the
proposed merger. If more than 50 percent of the outstanding
shares of Cardiogenesis, including those shares acquired by
CryoLife in the tender offer, vote in favor of the merger, CryoLife
and Cardiogenesis will move to complete the merger as soon as
possible after the special meeting of Cardiogenesis shareholders.
No approval of the shareholders of CryoLife is required in
connection with the offer or the merger.
CryoLife will use cash on hand to fund the transaction.
CryoLife expects the transaction to be break-even to slightly
accretive to 2011 diluted net earnings per share, excluding
acquisition-related charges and integration costs, including
customary amounts related to acquired inventory expected to be
recorded in 2011.
The transaction is subject to customary closing conditions and
regulatory approvals, including the valid tender of at least a
majority of the outstanding shares of Cardiogenesis common stock,
on a fully-diluted basis. The transaction is not subject to a
financing condition.
Strategic and Financial Benefits
The acquisition of Cardiogenesis is highly complementary to
CryoLife's business and enables CryoLife to extend its product
offerings and reach.
- Clear TMR leader: Cardiogenesis is the market share
leader in TMR to treat refractory angina; and when combined, the
two companies will have programs across valve replacement surgery,
reconstructive cardiac surgery, TMR to treat refractory angina, and
surgical sealants and hemostatic agents to prevent and control
bleeding.
- Complementary programs: Cardiogenesis' experience with TMR
products and relationships with leading cardiac surgery programs
are a strong complement to CryoLife's valve replacement and
reconstructive cardiac surgery franchise.
- Increased direct selling organization: The assimilation
of Cardiogenesis' direct sales representatives will nearly double
CryoLife's cardiac surgery specialist sales force in the U.S.
Once fully cross-trained, CryoLife and Cardiogenesis
representatives will be able to promote the full range of both
companies' cardiac surgery products and services.
- International growth: CryoLife's global presence can further
strengthen and enhance Cardiogenesis' international growth.
Cardiogenesis currently does not have a presence in
international markets. CryoLife's international sales and
marketing network, which reaches into approximately 70 countries,
can accelerate Cardiogenesis' growth more rapidly in key
international markets.
- Large market potential: The successful delivery of biologic
materials, such as stem cells, in conjunction with Cardiogenesis'
TMR devices will make CryoLife a leading participant in the
treatment of chronic myocardial ischemia. Cardiogenesis has
been in discussions with the Food and Drug Administration (FDA)
regarding initiating a randomized, prospective clinical trial to
evaluate TMR in conjunction with bone marrow derived stem cell
therapy to treat patients with severe refractory angina. A
feasibility trial is underway outside the U.S. using the PHOENIX
System.
- Accretive transaction: Prior to 2010, Cardiogenesis
experienced revenue growth with historically strong gross
margins. If the transaction closes in May, CryoLife expects
revenue from the Cardiogenesis product line to be between
$4.0 million and $5.0 million in
2011, which primarily reflects disposable hand piece and service
revenues. Additionally, the transaction is expected to be
accretive to CryoLife's revenue growth rate and gross margin and to
be either break-even or slightly accretive to diluted net earnings
per share in 2011, excluding acquisition related charges and
integration costs, including the increase to cost of goods sold
related to the step up in inventory values required under purchase
accounting, expected to be incurred during 2011. CryoLife
recorded transaction-related charges in the fourth quarter of 2010
and expects to record additional charges during 2011.
CryoLife will hold a teleconference call and live webcast with a
slide presentation today at 10:00 a.m.
Eastern Time to discuss the transaction, hosted by
Steven G. Anderson, president and
chief executive officer of CryoLife, Inc.
To listen to the live teleconference, please dial 201-689-8261 a
few minutes prior to 10:00 a.m.
A replay of the teleconference will be available March 29 through April 5 and can be accessed by
calling (toll free) 877-660-6853 or 201-612-7415. The account
number for the replay is 244 and the conference number is
369782.
To view the live slide presentation use GoToWebinar to reserve
your seat by using the following link:
https://www3.gotomeeting.com/register/983632446. You can also
access a pdf file of the slide presentation by going to the
Investor Relations section of the CryoLife web site at
www.cryolife.com and selecting the heading Webcasts &
Presentations.
The teleconference replay, as well as a pdf of the slide
presentation, can be accessed by going to the Investor Relations
section of the CryoLife web site at www.cryolife.com and selecting
the heading Webcasts & Presentations.
Piper Jaffray & Co. is acting
as financial advisor to CryoLife and Arnall
Golden Gregory, LLP is CryoLife's legal counsel. B.
Riley & Co. is acting as financial advisor to Cardiogenesis and
K&L Gates LLP is Cardiogenesis' legal counsel.
About CryoLife
Founded in 1984, CryoLife, Inc. is a leader in the processing
and distribution of implantable living human tissues for use in
cardiac and vascular surgeries throughout the U.S. and Canada. CryoLife's CryoValve®
SG pulmonary heart valve, processed using CryoLife's proprietary
SynerGraft® technology, has FDA 510(k) clearance for the
replacement of diseased, damaged, malformed, or malfunctioning
native or prosthetic pulmonary valves. CryoLife's
CryoPatch® SG pulmonary cardiac patch has FDA 510(k)
clearance for the repair or reconstruction of the right ventricular
outflow tract (RVOT), which is a surgery commonly performed in
children with congenital heart defects, such as Tetralogy of
Fallot, Truncus Arteriosus, and Pulmonary Atresia. CryoPatch
SG is distributed in three anatomic configurations: pulmonary
hemi-artery, pulmonary trunk, and pulmonary branch.
CryoLife's BioGlue® Surgical Adhesive is FDA
approved as an adjunct to sutures and staples for use in adult
patients in open surgical repair of large vessels. BioGlue is
also CE marked in the European Community and approved in
Canada and Australia for use in soft tissue repair and
was recently approved in Japan for
use in the repair of aortic dissections. CryoLife's
BioFoam™ Surgical Matrix is CE marked in the European
Community for use as an adjunct in the sealing of abdominal
parenchymal tissues (liver and spleen) when cessation of bleeding
by ligature or other conventional methods is ineffective or
impractical. CryoLife distributes PerClot®, an
absorbable powder hemostat, in the European Community.
For additional information about CryoLife, visit CryoLife's Web
Site: http://www.cryolife.com.
About Cardiogenesis Corporation
Cardiogenesis specializes in the treatment of cardiovascular
disease and is a leader in devices that treat severe angina.
Its market leading YAG laser system and single use
fiber-optic delivery systems are used to perform an FDA-cleared
surgical procedure known as Transmyocardial Revascularization
(TMR).
For more information on Cardiogenesis and its products, please
visit its website at www.cardiogenesis.com.
Forward Looking Statements
Statements made in this press release that look forward in time
or that express CryoLife’s or Cardiogenesis’ management's beliefs,
expectations or hopes are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
These statements include CryoLife’s expectations regarding
future annual market growth for CryoLife’s products and the markets
into which those products are distributed, CryoLife’s growth
strategy and its product pipeline. These statements also
include expectations regarding PerClot, including future market
growth and related opportunities, and the contemplated U.S.
regulatory approval for the product by the end of 2013.
Market growth and the related opportunities for distribution
of CryoLife products, including PerClot, is dependent on numerous
factors beyond CryoLife’s control, including actions by CryoLife’s
competitors, development of new, competing products in the field,
and customer demand. CryoLife’s expectations regarding future
growth in the markets in which it operates are estimates and there
is no guarantee that actual market growth will correlate with
CryoLife’s estimates. CryoLife’s growth strategy, including
decisions regarding complementary products and acquisitions, is
subject to overall economic conditions and CryoLife’s general
business needs at the time, and, as such, CryoLife’s current growth
strategy may not provide the expected results and is subject to
change. With respect to the products in CryoLife’s pipeline,
there is no guarantee that the products will gain the necessary
regulatory approvals when expected, if at all, and market
acceptance of each of the products in the pipeline may take longer
than expected. CryoLife’s ability to successfully distribute
PerClot is dependent upon its ability to market the product and
encourage customers and distributors to purchase the product.
There is no guarantee that the FDA will approve PerClot for
distribution in the U.S. by the end of 2013, if at all. FDA
approvals are dependent upon a number of factors, many of which are
outside CryoLife’s control, including successful clinical trial
results, and discretionary decisions made by the FDA personnel.
Any number of factors could delay clinical trial conduct and
analysis and result in delays in the approval process. Risks
and uncertainties related to the transaction with Cardiogenesis
also include uncertainties as to the timing of the tender offer and
merger, uncertainties as to how many of the Cardiogenesis
shareholders will tender their stock in the offer, the risk that
competing offers will be made, the possibility that various closing
conditions for the transaction may not be satisfied or waived,
including that a governmental entity may prohibit or delay the
transaction, and the effects of disruption from the transaction
making it more difficult to maintain relationships with employees,
customers, business partners or governmental entities.
Furthermore, CryoLife’s ability to fully realize the
anticipated benefits of the transaction with Cardiogenesis may be
materially adversely impacted if the integration of Cardiogenesis’
business with CryoLife is slower than expected or unsuccessful, or
if the transaction and subsequent efforts to integrate
Cardiogenesis’s business with CryoLife distracts CryoLife’s
management team from the other facets of CryoLife’s business.
Also, estimates regarding the anticipated markets addressed
by Cardiogenesis products may not prove to be accurate, as the
assumptions are based on a variety of inputs beyond the control of
CryoLife, including anticipated cardiac patient populations, and
market demand for Cardiogenesis products is subject to the changing
preferences of physicians and patients and will be influenced by
various economic indicators. The addition of stem cells to
the TMR surgical procedures may not yield significantly better
clinical outcomes and even positive clinical outcomes may prove too
costly to implement. CryoLife's business is also subject to a
number of risks and uncertainties. These risks and
uncertainties include that CryoLife is significantly dependent on
its revenues from BioGlue and are subject to a variety of risks
affecting this product, including that a German Patent Court has
nullified CryoLife’s main BioGlue patent in Germany, and if the ruling is upheld on
appeal, CryoLife would be prevented from suing to prevent third
parties from infringing the main BioGlue patent in Germany, CryoLife is subject to stringent
domestic and foreign regulation which may impede the approval
process of its tissues and products, hinder its development
activities and manufacturing processes, and, in some cases, result
in the recall or seizure of previously cleared or approved tissues
and products, Medafor has terminated CryoLife’s distribution
agreement with it and CryoLife has discontinued its distribution of
HemoStase, which will have a material, adverse impact on CryoLife’s
revenues and profitability, Medafor may continue to directly
compete with CryoLife in sales of hemostatic products, and such
actions may negatively impact CryoLife’s sales; CryoLife’s
investment in Medafor has been impaired and CryoLife could in the
future determine that a further impairment in the value of its
investment in Medafor common stock has occurred, which could have a
material, adverse impact on CryoLife’s financial condition and
profitability, CryoLife may not be able to readily liquidate its
investment in Medafor, and if CryoLife is able to liquidate its
investment, CryoLife may receive less cash than its original
investment and CryoLife may receive less than the carrying value of
its investment, healthcare policy changes, including recent federal
legislation to reform the U.S. healthcare system, may have a
material adverse effect on CryoLife, uncertainties related to
patents and protection of proprietary technology may adversely
affect the value of CryoLife’s intellectual property, uncertainties
related to patents and protection of proprietary technology for
products distributed by CryoLife may adversely affect CryoLife’s
ability to distribute those products, the tissues CryoLife
processes and CryoLife’s products allegedly have caused and may in
the future cause injury to patients, and CryoLife has been and may
be exposed to product liability claims and additional regulatory
scrutiny as a result, CryoLife is dependent on the availability of
sufficient quantities of tissue from human donors, CryoLife’s
CryoValve SGPV post-clearance study may not provide expected
results, demand for its tissues and products could decrease in the
future, which could have a material adverse effect on CryoLife’s
business, the success of many of CryoLife’s tissues and products
depends upon strong relationships with physicians, consolidation in
the health care industry could lead to demands for price
concessions or limits or eliminate CryoLife’s ability to sell to
certain of its significant market segments, CryoLife’s existing
insurance policies may not be sufficient to cover its actual claims
liability, CryoLife may be unable to obtain adequate insurance at a
reasonable cost, if at all, the loss of any of CryoLife’s
sole-source suppliers could have an adverse effect on its revenues,
financial condition, profitability, and cash flows, intense
competition may affect CryoLife’s ability to operate profitably,
regulatory action outside of the U.S. has affected CryoLife’s
business in the past and may affect its business in the future,
rapid technological change could cause CryoLife’s services and
products to become obsolete, continued fluctuation of foreign
currencies relative to the U.S. Dollar could materially and
adversely impact CryoLife’s business, CryoLife’s credit facility
limits its ability to pursue significant acquisitions, key growth
strategies may not generate the anticipated benefits, there are
limitations on the use of CryoLife’s net operating loss
carryforwards, CryoLife’s ability to borrow under its credit
facility may be limited, CryoLife may not be successful in
obtaining necessary clinical results and regulatory approvals for
services and products in development, and CryoLife’s new services
and products may not achieve market acceptance, extensive
government regulation may adversely affect CryoLife’s ability to
develop and market services and products, investments in new
technologies and acquisitions of products or distribution rights
may not be successful, if CryoLife is not successful in expanding
its business activities in international markets, CryoLife may be
unable to increase its revenues, CryoLife is not insured against
all potential losses, and natural disasters or other catastrophes
could adversely affect its business, financial condition, and
profitability, and CryoLife is dependent on key personnel. These
risks and uncertainties include the risk factors detailed in
CryoLife’s Securities and Exchange Commission filings, including
its Form 10-K filing for the year ended December 31, 2010, and CryoLife's other SEC
filings. If the acquisition of Cardiogenesis is
successfully completed, CryoLife will also inherit certain risks
and uncertainties related to Cardiogenesis’ business. These
risks and uncertainties include that CryoLife’s ability to maintain
revenues and achieve growth in sales of Cardiogenesis products and
services in the future is dependent upon physician awareness of its
products and services as a safe, efficacious and appropriate
treatment for their patients, CryoLife may not be able to
successfully market Cardiogenesis’ products and services if third
party reimbursement for the procedures performed with
Cardiogenesis’ products is not available for its health care
provider customers, healthcare policy changes, including recent
federal legislation to reform the U.S. healthcare system, may have
a material adverse effect on Cardiogenesis’ products and services,
if CryoLife fails to maintain Cardiogenesis’ regulatory approvals
and clearances, or is unable to obtain, or experiences significant
delays in obtaining, FDA clearances or approvals for its future
products or product modifications, CryoLife’s ability to
commercially distribute and market these products could suffer, if
suppliers or manufacturers with respect to Cardiogenesis products
fail to comply with ongoing FDA or other foreign regulatory
authority requirements, CryoLife’s Cardiogenesis business may be
negatively impacted, in the future, the FDA could restrict the
current uses of Cardiogenesis’ TMR System and thereby restrict its
ability to generate revenues, CryoLife may fail to comply with
international regulatory requirements with respect to
Cardiogenesis’ business and could be subject to regulatory delays,
fines or other penalties, CryoLife will continue to purchase some
of Cardiogenesis’ key product components from single suppliers and
the loss of these suppliers could prevent or delay shipments of its
products or delay its clinical trials or otherwise adversely affect
CryoLife’s Cardiogenesis business, if Cardiogenesis’ independent
contract manufacturers fail to timely deliver sufficient quantities
of some of CryoLife’s Cardiogenesis products and components in a
timely manner, CryoLife’s Cardiogenesis operations may be harmed,
if clinical trials of Cardiogenesis’ current or future product
candidates do not produce results necessary to support regulatory
clearance or approval in the United
States or elsewhere, CryoLife will be unable to
commercialize these products, if the third parties on which
Cardiogenesis relies to conduct its clinical trials and to assist
it with pre-clinical development do not perform as contractually
required or expected, CryoLife may not be able to obtain regulatory
clearance or approval for or commercialize its Cardiogenesis
products, third-party distributors or CryoLife’s own distributors
may not effectively distribute Cardiogenesis products, the use,
misuse or off-label use of CryoLife’s Cardiogenesis products may
harm its image in the marketplace or result in injuries that lead
to product liability suits, which could be costly to CryoLife or
result in FDA sanctions if CryoLife is deemed to have engaged in
such promotion, CryoLife’s international operations with respect to
Cardiogenesis subject it to certain operating risks, which could
adversely impact its net sales, results of operations and financial
condition, immediately following the acquisition, Cardiogenesis’
operations will be conducted at a single location that may be at
risk from earthquakes or other natural disasters, third party
intellectual property rights may limit the development and
protection of intellectual property acquired from Cardiogenesis,
which could adversely affect its value to CryoLife, Cardiogenesis
has been named as a defendant in a patent infringement lawsuit and
costly litigation may be necessary to protect or defend its
intellectual property rights, the Cardiogenesis business relies on
patent and trade secret laws, which are complex and may be
difficult to enforce, CryoLife may suffer losses from product
liability claims if Cardiogenesis’ products cause harm to patients,
in the past, Cardiogenesis has depended heavily on key personnel
and the turnover of key employees and senior management following
completion of the merger could harm the Cardiogenesis business,
Cardiogenesis’ internal controls over financial reporting may not
have been effective, which could have a significant and adverse
effect on CryoLife following completion of the merger.
These risks and uncertainties related to
Cardiogenesis’s business that CryoLife will inherit also include
the risk factors detailed in Cardiogenesis’ Securities and Exchange
Commission filings, including its Form 10-K filing for the year
ended December 31, 2010, and
Cardiogenesis’ other SEC filings. CryoLife does not undertake
to update its forward-looking statements.
Notice to Investors
The tender offer for the outstanding common stock of
Cardiogenesis Corporation referred to in this press release has not
yet commenced. This press release is neither an offer to
purchase nor a solicitation of an offer to sell any securities.
The solicitation and the offer to buy shares of Cardiogenesis
Corporation's common stock will be made pursuant to an offer to
purchase and related materials that CryoLife, Inc. intends to file
with the Securities and Exchange Commission. At the time the
offer is commenced, CryoLife, Inc. will file a tender offer
statement on Schedule TO with the Securities and Exchange
Commission, and thereafter Cardiogenesis Corporation 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 and
considered before any decision is made with respect to the tender
offer. These materials will be sent free of charge to all
stockholders of Cardiogenesis Corporation when available. In
addition, all of these materials (and all other materials filed by
CryoLife, Inc. or Cardiogenesis Corporation with the Securities and
Exchange Commission) will be available at no charge from the
Securities and Exchange Commission through its website at
www.sec.gov. Free copies of the offer to purchase, the
related letter of transmittal and certain other offering documents
will be made available by CryoLife, Inc. by Suzanne K. Gabbert at 1655 Roberts Blvd., NW,
Kennesaw, GA 30144, telephone
number 770-419-3355. Investors and security holders may also
obtain free copies of the documents filed with the Securities and
Exchange Commission by Cardiogenesis by contacting Cardiogenesis
Corporation Investor Relations at 11 Musick, Irvine, CA, 92618, telephone number (949)
420-1827, or IR@Cardiogenesis.com.
Additional Information about the Merger and Where to Find
It
In connection with the potential merger, Cardiogenesis
Corporation will file a proxy statement with the Securities and
Exchange Commission. Additionally, Cardiogenesis Corporation
will file other relevant materials with the Securities and Exchange
Commission in connection with the proposed acquisition of
Cardiogenesis Corporation by CryoLife, Inc. pursuant to the terms
of an Agreement and Plan of Merger by and among Cardiogenesis
Corporation, CryoLife, Inc., a Florida corporation, and CL Falcon, Inc. a
wholly-owned subsidiary of CryoLife, Inc. The materials to be
filed by Cardiogenesis Corporation with the Securities and Exchange
Commission may be obtained free of charge at the Securities and
Exchange Commission's web site at www.sec.gov. Investors and
stockholders also may obtain free copies of the proxy statement
from Cardiogenesis Corporation by contacting Cardiogenesis
Corporation Investor Relations at 11 Musick, Irvine, CA, 92618, telephone number (949)
420-1827 or IR@Cardiogenesis.com. Investors and security
holders of Cardiogenesis Corporation are urged to read the proxy
statement and the other relevant materials when they become
available before making any voting or investment decision with
respect to the proposed merger because they will contain important
information about the merger and the parties to the merger.
Cardiogenesis Corporation and its respective directors,
executive officers and other members of their management and
employees, under the Securities and Exchange Commission rules, may
be deemed to be participants in the solicitation of proxies of
Cardiogenesis Corporation stockholders in connection with the
proposed merger. Investors and security holders may obtain
more detailed information regarding the names, affiliations and
interests of certain of Cardiogenesis' executive officers and
directors in the solicitation by reading Cardiogenesis
Corporation's proxy statement for its 2010 annual meeting of
stockholders, the Annual Report on Form 10-K for the fiscal year
ended December 31, 2010, and the
proxy statement and other relevant materials which may be filed
with the Securities and Exchange Commission in connection with the
merger when and if they become available. Information concerning
the interests of Cardiogenesis Corporation's participants in the
solicitation, which may, in some cases, be different from those of
Cardiogenesis Corporation's stockholders generally, will be set
forth in the proxy statement relating to the merger when it becomes
available. Additional information regarding Cardiogenesis
Corporation's directors and executive officers is also included in
Cardiogenesis Corporation's proxy statement for its 2010 annual
meeting of stockholders.
CryoLife Media Contacts:
D. Ashley Lee
Executive Vice President, Chief Financial Officer and
Chief Operating Officer
Phone: 770-419-3355
Chris Mittendorf
Edelman
Phone: 212-704-8134
Dana Hartline
Edelman
Phone: 404-262-3000
Cardiogenesis Media Contact:
Paul J. McCormick
Executive Chairman
Phone: 949-420-1827
SOURCE CryoLife, Inc.