American Medical Systems Comments on Financing for Laserscope Acquisition
June 08 2006 - 8:00AM
Business Wire
American Medical Systems Holdings, Inc. (Nasdaq:AMMD), the global
leader in providing pelvic health solutions to urologists,
commented further on the financing of its previously announced
pending acquisition of Laserscope (Nasdaq:LSCP). Earlier this week,
AMS and Laserscope announced they have entered into a definitive
merger agreement providing for the acquisition of Laserscope by
AMS. The total acquisition price for Laserscope shares and options
is approximately $715 million, or $690 million net of Laserscope
cash. The financing of this transaction is fully committed in the
form of up to $565 million of senior secured financing from CIT
Healthcare LLC, and up to $180 million of senior subordinated
unsecured financing from other lenders. Debt under the senior
facility will be rated and have a maturity of 6 years. The
subordinated facility will not be rated and will have a maturity of
7 years. AMS is currently evaluating lower-cost financing options
that may include convertible senior subordinated notes with a net
share settlement feature. The timing and composition of such
financing will be determined based on market conditions. AMS is
confident that financing options are available to permit the
Company to achieve its growth and profitability objectives and will
provide further details on its financing plans in the coming weeks.
If AMS undertakes an offering of convertible senior subordinated
notes, these securities may not be registered under the Securities
Act of 1933, as amended, and may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements under the Securities Act. This
announcement is neither an offer to sell nor a solicitation of an
offer to buy any of these securities and shall not constitute an
offer, solicitation or sale in any jurisdiction in which such
offer, solicitation or sale is unlawful. Forward-Looking Statements
This press release contains forward-looking statements relating to
American Medical Systems' financing plans in connection with its
pending acquisition of Laserscope. 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. These statements are subject to risks and
uncertainties such as general market conditions and other risks and
uncertainties described in AMS' and Laserscope's Annual Reports on
Form 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 AMS undertakes no
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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