ATLANTA and IRVINE, Calif., May 6,
2011 /PRNewswire/ -- CryoLife, Inc. (NYSE: CRY), an
implantable biological medical device and cardiovascular tissue
processing company, today announced the final results of its tender
offer, including proration results, through its wholly owned
subsidiary CL Falcon, Inc., for 49.9 percent of the outstanding
shares of Cardiogenesis Corporation ("Cardiogenesis") (OTCQB:
CGCP). The tender offer expired at 12:00 midnight, Eastern
Time, at the end of the day on Monday, May
2, 2011.
Based on information provided by Computershare Inc., the
depositary and paying agent for the tender offer, a total of
38,788,414 shares of Cardiogenesis' common stock, representing
approximately 83.4 percent of Cardiogenesis' outstanding common
stock, were validly tendered and not withdrawn in the tender offer.
Of those shares tendered, 23,221,166 shares of Cardiogenesis
common stock, representing approximately 49.9 percent of
Cardiogenesis' outstanding common stock, were acquired at
$0.457 per share in the tender offer,
less applicable withholdings. The final proration factor for
the tender offer was approximately 59.9 percent. The
depositary for the tender offer, Computershare, Inc., has paid for
the shares accepted for purchase and will promptly return all other
shares tendered and not accepted for purchase. Immediately
after consummation of the tender offer, based on information
provided by Computershare, approximately 46,535,403 shares of
Cardiogenesis' common stock were issued and outstanding.
Investor questions concerning the tender offer may be
directed to the information agent, Georgeson, at (800)
676-0098.
As a result of the successful completion of the tender offer,
Cardiogenesis has scheduled a special meeting of shareholders to
consider and vote upon the proposed merger between Cardiogenesis
and CryoLife. Cardiogenesis' common shareholders of record at
the close of business on May 4, 2011
will be entitled to notice of, and to vote at, the special meeting,
which is scheduled to be held on Monday, May
16, 2011 at 8:30 a.m. Pacific
Time. Subject to receipt of shareholder approval and
satisfaction or waiver of the other closing conditions, the
anticipated effective date of the merger is May 17, 2011.
If the merger is approved as anticipated, CryoLife will acquire
the remaining outstanding shares of Cardiogenesis. The
consideration in the merger will also be $0.457 per share, less applicable withholdings.
Upon completion of the merger, CryoLife expects that
Cardiogenesis shares will cease to be quoted on the OTCQB
market.
A more detailed description of the Cardiogenesis Board of
Directors' recommendation regarding the merger can be found in the
Solicitation/Recommendation Statement on Schedule 14D-9, as
amended, which has been filed with the Securities and
Exchange Commission (SEC).
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
statements include those regarding the timing of various elements
of the transaction, including a special meeting of Cardiogenesis
shareholders, CryoLife's acquisition of the remaining outstanding
shares of Cardiogenesis through a merger and the anticipated
effective date of the merger, and our expectation that, upon
completion of the merger, Cardiogenesis shares will cease to be
quoted on the OTCQB market. These risks and uncertainties
related to the transaction with Cardiogenesis include that the
special meeting of Cardiogenesis shareholders, our acquisition of
the remaining outstanding shares of Cardiogenesis, and the merger
may not be completed within our anticipated time frame, if at all,
and a sufficient number of Cardiogenesis shareholders may not
choose to vote for the proposed merger. The special meeting
of Cardiogenesis shareholders and the effective date of the merger
may be delayed because of circumstances beyond our control.
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.
The treatment of Cardiogenesis shares on the OTCQB market may
be impacted by factors beyond the control of CryoLife.
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, Form 10-Q filing for the quarter ended
March 31, 2011, and CryoLife's
other SEC filings. CryoLife does not undertake to update its
forward-looking statements.
Additional Information about the Merger and Where to Find
It
In connection with the potential merger, Cardiogenesis
Corporation has filed a definitive 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 definitive 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.