American Medical Systems and Laserscope Announce Definitive Merger Agreement; Innovative Laser Technology Business Represents C
June 05 2006 - 8:01AM
Business Wire
American Medical Systems Holdings, Inc. (NASDAQ:AMMD), the global
leader in providing pelvic health solutions to urologists, and
Laserscope (NASDAQ:LSCP), the market leader for the surgical
treatment of obstructive benign prostatic hyperplasia (BPH), today
announced they have entered into a definitive merger agreement
providing for the acquisition of Laserscope by AMS. The Boards of
Directors of both AMS and Laserscope have unanimously approved the
transaction. Under the terms of the agreement, AMS will commence a
tender offer to acquire all of the outstanding shares of Laserscope
at a price of $31.00 per share in cash no later than Wednesday,
June 14, 2006. The total acquisition price for Laserscope shares
and options is approximately $715 million. CIT Healthcare LLC has
underwritten the senior financing for up to $565 million. Piper
Jaffray & Co. and other lenders have provided a commitment for
additional subordinated financing for the balance of the
transaction. AMS is exploring permanent financing options. The
acquisition transaction is expected to close during the third
quarter of 2006 and will be subject to the satisfaction of
customary closing conditions and clearance under the
Hart-Scott-Rodino Antitrust Improvements Act. Following the
purchase of shares in the tender offer, AMS' merger subsidiary and
Laserscope will merge. Owners of Laserscope shares not purchased in
the tender offer, other than dissenting shares, will be entitled to
receive $31.00 per share in cash in the merger. Upon the closing of
the transaction, Laserscope will become an indirect wholly owned
subsidiary of AMS. Martin J. Emerson, President and CEO of American
Medical Systems, commented, "The acquisition of Laserscope
represents a truly strategic investment for AMS. With over thirty
years' experience in delivering pelvic health solutions to
urologists, the global reach of the combined AMS/Laserscope sales
force will be uniquely positioned to capitalize on Laserscope's
technology and market position. In addition, our ability to drive
operating efficiencies and cost synergies through our combined
companies will deliver enhanced value to our shareholders." Eric
Reuter, President and CEO of Laserscope, commenting on the
acquisition noted, "American Medical Systems' history of
innovation, strong reputation and experience in urology, and
extensive worldwide distribution network make it the ideal partner
of Laserscope. Through the new AMS, even greater numbers of men
suffering from obstructive BPH around the world will benefit from
the excellent clinical outcomes of the Laserscope GreenLight(TM)
family of products. We believe the acquisition of Laserscope by AMS
will further expand AMS' reputation as a leading urological
products company." Through the acquisition of Laserscope, AMS will
be committed to providing a range of therapy solutions for BPH
patients. While AMS currently offers to urologists its TherMatrx
product for the treatment of non-obstructive BPH, the addition of
GreenLight (TM) to the AMS product line will allow AMS to enter the
obstructive BPH segment which requires tissue removal for patient
relief. Obstructive BPH is a condition treated surgically in over 1
million men globally each year. The use of laser-based technologies
for these critical procedures has been rapidly adopted due to
physician and patient preference for the improved post-procedure
outcomes of laser therapy. The transaction is expected to be
accretive to AMS earnings per share in 2008 and beyond.
Laserscope's aesthetics business is not considered a strategic fit
for AMS so AMS will consider alternatives for that business
including divestiture. Accordingly, the financial results of this
product line will be accounted for as a discontinued operation.
Further specifics regarding earnings for the combined companies
will be disclosed at the close of the transaction. Conference Call
and Webcast Today American Medical Systems will host a conference
call to further discuss details of the acquisition at 11:00 a.m.
eastern time today, June 5, 2006. Those without internet access may
join the call from within the U.S. by dialing 800-886-7217; outside
the U.S., dial 706-679-3821. A live webcast of the call will be
available through the Company's corporate website at
www.AmericanMedicalSystems.com and available for replay three hours
after the completion of the call. Financial and Legal Advisors
Piper Jaffray & Co. served as financial advisor to AMS and
provided a fairness opinion to the Company's Board of Directors.
Thomas Weisel Partners LLC rendered a second fairness opinion to
the AMS Board on this transaction. Goldman Sachs & Co. served
as the financial advisor to Laserscope. Legal advisors to AMS were
the law firms of Oppenheimer Wolff & Donnelly LLP and
McAndrews, Held & Malloy. Legal advisors to Laserscope were
Orrick, Herrington & Sutcliffe LLP. About American Medical
Systems American Medical Systems, headquartered in Minnetonka,
Minnesota is a diversified supplier of medical devices and
procedures to cure erectile dysfunction, benign prostatic
hyperplasia, incontinence, menorrhagia, prolapse and other pelvic
disorders in men and women. These disorders can significantly
diminish one's quality of life and profoundly affect social
relationships. In recent years, the number of people seeking
treatment has increased markedly as a result of longer lives,
higher quality-of-life expectations and greater awareness of new
treatment alternatives. American Medical Systems' products reduce
or eliminate the incapacitating effects of these diseases, often
through minimally invasive therapies. The Company's products were
used to provide approximately 170,000 patient cures in 56 countries
during 2005. About Laserscope Laserscope designs, manufactures,
sells and services an advanced line of minimally invasive medical
products worldwide including medical laser systems and related
energy delivery devices for the office, outpatient surgical center,
and hospital markets. More information about Laserscope can be
found on its website at www.Laserscope.com. Forward-Looking
Statements This press release contains forward-looking statements
relating to American Medical Systems' anticipated acquisition of
Laserscope and expected benefits of the transaction along with
expected results of the tender offer. These statements and other
statements contained in this press release that are not purely
historical fact are forward-looking statements, within the meaning
of the Private Securities Litigation Reform Act of 1995, that are
based on management's beliefs, certain assumptions and current
expectations. Statements about AMS' market opportunities, future
products, sales and financial results are also forward-looking
statements subject to risks and uncertainties such as the timing
and success of new product introduction; successful integration of
acquired businesses; physician acceptance, endorsement, and use of
AMS' products; regulatory matters; competitor activities; changes
in and adoption of reimbursement rates; potential product recalls
and other risks and uncertainties described in AMS' Annual Report
on Form 10-K for the year ended December 31, 2005 and its other SEC
filings. Actual results may differ materially from anticipated
results. More information about AMS and Laserscope and their
products can be found, respectively, at the companies' websites
www.AmericanMedicalSystems.com and www.Laserscope.com and in the
companies' Annual Reports on Form 10-K for 2005 and their other SEC
filings. For a more complete discussion of risks and uncertainties
that could cause actual results to differ from those contained in
the forward-looking statements, also read the discussion of risks
and uncertainties in the companies' respective Forms 10-K, for the
year ended December 31, 2005 and their other SEC filings. Actual
results may differ materially from anticipated results. The
forward-looking statements contained in this press release are made
as of the date hereof, and neither AMS nor Laserscope undertakes an
obligation to update any forward-looking statements to reflect
events or circumstances after the date on which any such statement
is made or to reflect the occurrence of unanticipated events.
Additional Information This announcement is neither an offer to
purchase nor a solicitation of an offer to sell shares of
Laserscope. American Medical Systems will be filing a tender offer
statement with the Securities and Exchange Commission (SEC) and
Laserscope will be filing a solicitation/recommendation statement
with respect to the offer. Laserscope shareholders are advised to
read the tender offer statement regarding the acquisition of
Laserscope referenced in this press release, and the related
solicitation/recommendation statement, when those statements are
made available to them. The tender offer statement and the
solicitation/recommendation statement will contain important
information that should be read carefully before any decision is
made with respect to the offer. These documents will be made
available to all shareholders of Laserscope at no expense to them.
These documents will also be available at no charge on the SEC's
website at www.sec.gov. Shareholders may also obtain copies of
these documents without charge by requesting them from Laserscope
in writing at 3070 Orchard Drive, San Jose, CA 95134, Attention:
Secretary.
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