ATLANTA and IRVINE, Calif., April
18, 2011 /PRNewswire/ -- CryoLife, Inc. (NYSE: CRY), an
implantable biological medical device and cardiovascular tissue
processing company, today announced the expiration of the 20-day
"go-shop" period that is part of its definitive agreement with
Cardiogenesis Corporation ("Cardiogenesis"), whereby CryoLife is
conducting a cash tender offer for 49.9 percent of the outstanding
shares of Cardiogenesis.
During the "go-shop" period, Cardiogenesis was permitted, under
the terms of the definitive agreement, to initiate, solicit and
encourage proposals from, and engage in discussions with, third
parties related to alternate acquisition proposals for a period of
20 days, which continued through April 17,
2011. Despite these solicitation efforts, Cardiogenesis did
not receive any alternative acquisition proposals.
The initial tender offer period is expected to end on
May 2, 2011. Assuming that CryoLife,
through its wholly-owned subsidiary CL Falcon, Inc., acquires 49.9
percent of the outstanding shares, 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 stockholders
and which was filed with the Securities and Exchange Commission
(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.