ATLANTA and IRVINE, Calif., April
5, 2011 /PRNewswire/ -- CryoLife, Inc. (NYSE:CRY), an
implantable biological medical device and cardiovascular tissue
processing company, announced today that it, through its
wholly-owned subsidiary CL Falcon, Inc., has commenced a cash
tender offer for all outstanding shares of Cardiogenesis
Corporation (OTCQB: CGCP) common stock.
The tender offer is being made pursuant to the previously
announced definitive Agreement and Plan of Merger dated
March 28, 2011. Subject to the
terms and conditions of the tender offer, Cardiogenesis
stockholders who validly tender their shares may elect to receive,
for each share of Cardiogenesis common stock they tender in the
tender offer, $0.457 in cash, without
interest and less any required withholding taxes. The Board
of Directors of Cardiogenesis has unanimously determined that the
tender offer and the other transactions contemplated by the merger
agreement are fair to and in the best interests of the
Cardiogenesis shareholders, and has unanimously recommended that
Cardiogenesis stockholders tender their shares into the tender
offer.
The tender offer is scheduled to expire at 12:00 midnight (one
minute after 11:59 p.m.),
New York City time, on the evening
of May 2, 2011, unless extended.
The tender offer is not subject to a financing condition and
is subject to certain conditions described in the tender offer
statement that will be filed today with the U.S. Securities and
Exchange Commission, a copy of which will be mailed to
Cardiogenesis stockholders, including the requirement that there
shall have been validly tendered and not withdrawn a number of
Cardiogenesis shares that, together with the shares, if any, owned
by CryoLife or any of its subsidiaries, represent at least a
majority of the outstanding Cardiogenesis shares on a fully diluted
basis.
Any Cardiogenesis stockholders who have not sold their shares in
the tender offer will have certain dissenters' rights with respect
to the merger under the applicable provisions of the California
Corporations Code, if those rights are perfected.
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.
A more detailed description of the Cardiogenesis Board of
Directors' recommendation can be found in the
Solicitation/Recommendation Statement on Schedule 14D-9 prepared by
Cardiogenesis, which will be mailed to Cardiogenesis stockholders
and which will be filed with the Securities and Exchange Commission
(SEC) today, April 5, 2011.
Additionally, CryoLife and CL Falcon, Inc. are filing with
the SEC today a tender offer statement on Schedule TO, including an
Offer to Purchase, Letter of Transmittal and other related
materials setting forth in detail the terms of the tender offer.
Copies of the Offer to Purchase, Letter of Transmittal and other
related materials, including the Solicitation/Recommendation
Statement, are available from Georgeson Inc., the information agent
for the tender offer at 800-676-0098 (Toll Free). Banks and brokers
are asked to call 212-440-9800. Computershare Inc. is acting
as depositary for the tender offer.
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
website, 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 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 the implied expectation that the cash tender
offer will be completed and that CryoLife and Cardiogenesis will be
able to successfully complete the merger discussed above.
CryoLife may be unsuccessful in its efforts to acquire a
majority ownership stake in Cardiogenesis and factors beyond the
control of CryoLife may delay or prevent the occurrence of a
successful tender offer and merger. Risks and uncertainties
related to the transaction with Cardiogenesis 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. As such, the transaction may not be
completed in the anticipated time period, if at all.
Forward-looking statements in this press release should be
evaluated together with 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. CryoLife does
not undertake to update its forward-looking statements.
Notice to Investors
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 is being made pursuant to an offer to
purchase and related materials that CryoLife, Inc. intends to file
with the Securities and Exchange Commission. 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. 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 website 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
Cardiogenesis Media Contact:
Paul J. McCormick
Executive Chairman
Phone: 949-420-1827
SOURCE CryoLife, Inc.