American Medical Systems and Laserscope Announce Definitive Merger Agreement
June 05 2006 - 9:03AM
PR Newswire (US)
Innovative Laser Technology Business Represents Clear Strategic
Addition to Men's Pelvic Health Franchise MINNEAPOLIS and SAN JOSE,
Calif., June 5 /PRNewswire-FirstCall/ -- 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
http://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 http://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
http://www.americanmedicalsystems.com/ and
http://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 http://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. Contact:
American Medical Systems Carmen Diersen Executive Vice President
and Chief Financial Officer 952-930-6495 Marty Emerson President
and Chief Executive Officer 952-930-6334 Laserscope Derek Bertocci
Chief Financial Officer 408-943-0636 Eric Reuter President and
Chief Executive Officer 408-943-0636 DATASOURCE: Laserscope
CONTACT: American Medical Systems, Carmen Diersen, Executive Vice
President and Chief Financial Officer, +1-952-930-6495, , or Marty
Emerson, President and Chief Executive Officer, +1-952-930-6334, ;
or Laserscope, Derek Bertocci, Chief Financial Officer,
+1-408-943-0636, , or Eric Reuter, President and Chief Executive
Officer, +1-408-943-0636, Web site: http://www.laserscope.com/
http://www.americanmedicalsystems.com/
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