Greatbatch, Inc. and Enpath Medical, Inc. Announce Expiration of HSR Waiting Period for Acquisition
May 30 2007 - 1:24PM
Business Wire
Greatbatch, Inc. (NYSE:GB) and Enpath Medical, Inc. (NASDAQ:NPTH)
announced today that the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 (HSR) with respect to
Greatbatch�s acquisition of Enpath has expired. On May 8, 2007,
Greatbatch commenced an all-cash tender offer for all of the
outstanding shares of Enpath common stock for $14.38 per Enpath
share. The tender offer is being made pursuant to the definitive
merger agreement unanimously approved by the Boards of Directors of
both companies and announced on April 30, 2007. The Enpath Board of
Directors has unanimously recommended that Enpath shareholders
tender their shares into the offer. The tender offer will expire at
12:00 midnight New York City time, on Tuesday, June 5, 2007 (the
end of the day on Tuesday), unless extended. Following successful
completion of the tender offer, holders of any remaining
outstanding shares of Enpath will be entitled to receive cash of
$14.38 per share of Enpath common stock upon closing of the
acquisition. As previously announced, the transaction is subject to
customary closing conditions, as well as the valid tender of a
majority of the outstanding shares of Enpath common stock, on a
fully-diluted basis. The expiration of the HSR waiting period has
satisfied one of the closing conditions. Greatbatch expects to
close the transaction in late June. The complete terms and
conditions of the tender offer are set forth in the Offer to
Purchase and certain additional information is set forth in the
Solicitation/Recommendation Statement of Enpath, copies of which
are available by contacting Georgeson, the Information Agent for
the tender offer, at 1-866-580-6912 toll free. The Dealer Manager
for the tender offer is Banc of America Securities LLC. About
Greatbatch Greatbatch, Inc. is a leading developer and manufacturer
of critical components used in implantable medical devices and
other technically demanding applications. About Enpath Medical
Enpath Medical, Inc., headquartered in Plymouth, Minnesota, is a
leader in the design, development, manufacture and marketing of
percutaneous delivery systems and stimulation leads technologies.
Its proprietary products include venous vessel introducers,
articulating and fixed curve delivery catheters, epicardial and
endocardial stimulation leads, and other products for use in
pacemaker, defibrillator, catheter and infusion port procedures as
well as neuromodulation markets. Its products, which are primarily
finished goods, are sold worldwide through partnering relationships
with other medical device companies. Forward-Looking Statements
This press release contains forward-looking statements regarding
the proposed transaction between Greatbatch and Enpath, including a
statement regarding the anticipated closing of the above described
acquisition. These statements are based on current expectations,
forecasts and assumptions. Actual results could differ materially
from those anticipated by these forward-looking statements as a
result of a number of factors, some of which may be beyond
Greatbatch�s or Enpath�s control. Among other things, these factors
include the risk that the acquisition will not be completed because
the tender offer did not proceed as anticipated or closing
conditions to the acquisition were not satisfied. For a further
list and description of risks and uncertainties associated with
Greatbatch�s and Enpath�s businesses, see their reports filed with
the Securities and Exchange Commission (SEC), including the �Risk
Factors� section in each company�s most recent annual report on
Form 10-K. The companies disclaim any intention or obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law. Additional Information This�communication is
neither an offer to purchase nor a solicitation of an offer to sell
any securities. The offer to buy shares of Enpath common stock is
being made pursuant to a Tender�Offer Statement filed by
Greatbatch�and its subsidiaries with the SEC on Schedule TO on May
8, 2007. A Solicitation/Recommendation Statement with respect to
the offer was filed by Enpath with the SEC on Schedule 14D-9 on May
8, 2007. Enpath shareholders are advised to read the Tender�Offer
Statement and the related Solicitation/Recommendation Statement.
These documents contain important information that should be read
carefully before any decision is made with respect to the offer.
These documents are available to all shareholders of Enpath at no
expense to them. These documents are available at no charge on the
SEC�s web site at www.sec.gov. Shareholders may also obtain copies
of these documents without charge by requesting them from
Georgeson, the Information Agent, at 1-866-580-6912 toll free.
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