ATLANTA and IRVINE, Calif., April
15, 2011 /PRNewswire/ -- CryoLife, Inc. (NYSE: CRY), an
implantable biological medical device and cardiovascular tissue
processing company, today announced it has amended its tender offer
related to its proposed acquisition of Cardiogenesis Corporation
("Cardiogenesis") to acquire only 49.9 percent of the outstanding
shares of Cardiogenesis.
On April 14, 2011, Cardiogenesis,
CryoLife and CryoLife's wholly-owned subsidiary, CL Falcon, Inc.,
entered into an Amended and Restated Merger Agreement
("Agreement"). Pursuant to the Agreement, the tender offer
has been revised to provide that CL Falcon, Inc. is offering to
acquire only 49.9 percent of the outstanding shares of
Cardiogenesis' common stock. If more than 49.9 percent of the
outstanding shares are tendered, CL Falcon, Inc. will purchase
shares from the tendering shareholders on a prorated basis, as
described in tender offer documents filed with the Securities and
Exchange Commission ("SEC"). As a result of the Agreement,
the Top-Up Option has been removed from the terms of the Offer and
will no longer be effective. The tender offer remains
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.
Assuming that CryoLife acquires 49.9 percent of the outstanding
shares of Cardiogenesis in the tender offer, 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.
Assuming CryoLife successfully acquires 49.9 percent of
Cardiogenesis' outstanding shares in the tender offer, CryoLife
expects that the shares acquired in the tender offer together with
shares held by the officers and directors of Cardiogenesis that are
subject to a support agreement that requires them to be voted in
favor of the merger will be sufficient to assure approval of the
merger.
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 has been mailed to Cardiogenesis shareholders
and which was filed with the SEC, as amended. Additionally,
CryoLife and CL Falcon, Inc. have filed with the SEC a tender offer
statement on Schedule TO, as amended, 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. Such forward-looking
statements reflect the views of management at the time such
statements are made and are subject to a number of risks,
uncertainties, estimates, and assumptions that may cause actual
results to differ materially from current expectations. These
risks and uncertainties related to the transaction with
Cardiogenesis include that the tender offer and merger may not be
completed within our anticipated time frame, if at all, and a
sufficient number of Cardiogenesis shareholders may not choose to
tender their stock in the offer and/or vote for the proposed
merger. Two purported class action lawsuits have been filed
by Cardiogenesis shareholders challenging the merger. Also,
competing offers may be made for Cardiogenesis, 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 may
make 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' business with CryoLife distracts CryoLife's
management team from the other facets of CryoLife's business.
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
The tender offer for the outstanding common stock of
Cardiogenesis Corporation referred to in this press release
commenced on April 5, 2011.
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 has been made pursuant to an offer to
purchase and related materials that CryoLife, Inc. filed with the
Securities and Exchange Commission on April
5, 2011. Also on April 5,
2011, CryoLife, Inc. filed a tender offer statement on
Schedule TO with the Securities and Exchange Commission, and on the
same date, Cardiogenesis Corporation filed 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
contain important information that should be read carefully and
considered before any decision is made with respect to the tender
offer. These materials, as filed on April 5, 2011, have been sent free of charge to
all shareholders 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, including amendments to these materials) are 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 are 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 has filed a preliminary 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 Amended and Restated Agreement and Plan
of Merger by and among Cardiogenesis Corporation, CryoLife, Inc.,
and CL Falcon, Inc. a wholly-owned subsidiary of CryoLife, Inc.
The materials 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 shareholders 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 definitive 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 shareholders 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
shareholders, 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 shareholders
generally, is set forth in the preliminary proxy statement relating
to the merger. 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 shareholders.
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.