Companys stockholders, (ii) approved and declared advisable the Merger Agreement, the Tender and Support Agreements, and the transactions contemplated thereby, including the Offer and
the Merger, in accordance with the requirements of the DGCL, and (iii) recommended that stockholders of the Company accept the Offer and tender their Shares pursuant to the Offer.
Based on the foregoing, the Company Board hereby recommends that the holders of Shares accept the Offer and tender their Shares to
Purchaser pursuant to the Offer.
Copies of the press releases, dated March 12, 2018, issued by Parent and the Company announcing
the Offer and Merger, are included as Exhibits (a)(5)(i) and (a)(5)(ii) to this Schedule
14D-9
and are incorporated herein by reference.
Background and Reasons for the Company Boards Recommendation.
Background of the Offer.
The following
chronology summarizes certain key events and contacts that led to the signing of the Merger Agreement. It does not purport to catalogue every conversation among the Company Board, members of the Companys management, or the Companys
representatives and other parties.
On March 31, 2015, the Companys predecessor, Uroplasty, Inc., completed a
stock-for-stock
merger with and into a wholly owned subsidiary of Vision-Sciences, Inc. and changed its name to Cogentix Medical, Inc. This merger combined the medical device
businesses operated by the parties prior to the merger, including the Uroplasty Urgent PC and Macroplastique product lines and the Vision-Sciences proprietary EndoSheath technology platform. At the time of the merger, Mr. Pell, a member of the
Company Board, held convertible promissory notes in an aggregate principal amount of $28,490,000 and, in connection with the merger, the maturity dates of the notes were extended. The closing price of the Shares on March 31, 2015 was $1.75 per
share.
Following the merger, the Company has regularly evaluated different strategies for improving its competitive position and
enhancing stockholder value. As part of these evaluations, the Company has, from time to time, considered various strategic alternatives in pursuing its business plan, including acquisitions, joint ventures, collaborations and other potential
business opportunities.
In August 2015, the Company reengaged in a process, which had been initiated prior to the 2015 merger, to
secure financing for the Companys
day-to-day
operations and strategic initiatives.
On May 24, 2016, as part of a settlement of a proxy contest and litigation involving the Company and Mr. Pell, two new Class I
directors were elected to the Company Board, the Companys Chief Executive Officer resigned and Darin Hammers was appointed, on an interim basis, as the Companys President and Chief Executive Officer, a position which Mr. Hammers now
holds on a
non-interim
basis. The closing price of the Shares on May 24, 2016 was $0.79 per share.
In September 2016, a controlled affiliate of Patricia Industries, a part of Investor AB, acquired Laborie.
On November 3, 2016, the Company issued 16,129,033 Shares to Accelmed for aggregate cash consideration of $25,000,000, or approximately
$1.55 per Share. In connection with Accelmed investment, Uri Geiger became Chairman of the Company Board. In addition, all of the outstanding principal and accrued interest under the convertible promissory notes held by Mr. Pell was exchanged
for Shares at a price of $1.67 per Share. As a result of this exchange, the Company issued 17,688,423 Shares to Mr. Pell and all outstanding warrants to acquire Shares held by Mr. Pell were cancelled. The note conversion and issuance of
Shares were approved by the Companys stockholders. As a result of the note conversion and Accelmed investment, Mr. Pell and
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