STEWARTVILLE, Minn.,
Sept. 4, 2013 /PRNewswire/
-- Rochester Medical Corporation (NASDAQ: ROCM) today
announced it has entered into a definitive merger agreement with C.
R. Bard, Inc. (NYSE: BCR) at a price of $20 per share, or approximately $262 million in the aggregate. The Rochester
Medical Board of Directors unanimously approved the agreement and
will recommend that the Company's shareholders approve the
transaction.
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Under the terms of the merger agreement, Rochester Medical
shareholders will receive $20 in cash
for each share that they hold at the closing of the merger,
representing a 37 percent premium over the Company's average
closing price during the 90 trading days ended September 3, 2013. The acquisition is subject to
certain closing conditions specified in the definitive agreement,
including regulatory approvals and the approval of Rochester
Medical's shareholders. The transaction is expected to close in the
fourth calendar quarter of 2013.
"Our agreement with Bard represents an attractive valuation for
Rochester Medical shareholders, and as an all cash offer, provides
liquidity for shareholders," said Anthony
J. Conway, Rochester Medical Chief Executive Officer and
President. "We believe the merger represents a great opportunity
for the combined companies to create a broad product portfolio by
offering a more comprehensive range of high-quality urological and
continence care products to our customers."
Piper Jaffray & Co. served as
exclusive financial advisor to Rochester Medical and provided a
fairness opinion to the Company's Board of Directors. Dorsey and
Whitney LLP served as counsel to Rochester Medical.
About Rochester Medical
Rochester Medical
Corporation develops, manufactures, and markets disposable
medical catheters and devices for urological and continence care
applications. The Company also sells certain ostomy and wound
and scar care products and other brands of urological products into
the European marketplace.
For further information, please contact Anthony J. Conway,
President and Chief Executive Officer or David A. Jonas, Chief Financial Officer
of Rochester Medical Corporation at (507) 533-9600 or
Mike Piccinino, at Westwicke
Partners (443) 213-0500. More information
about Rochester Medical is available on its website
at http://www.rocm.com.
Additional Information and Where to Find It
Rochester
Medical Corporation ("Rochester Medical") plans to file with the
Securities and Exchange Commission (the "SEC") and furnish to its
shareholders a proxy statement in connection with the proposed
merger with a wholly owned subsidiary of C. R. Bard, Inc. (the
"Merger"), pursuant to which Rochester Medical would be acquired by
C. R. Bard, Inc. ("Bard"). The proxy statement will contain
important information about the proposed merger and related
matters. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY
STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE. Investors and
shareholders will be able to obtain free copies of the proxy
statement (when they are available) and other documents filed with
the SEC by Rochester Medical through the web site maintained by the
SEC at www.sec.gov. In addition, investors and shareholders will be
able to obtain free copies of the proxy statement from Rochester
Medical by contacting investor relations by telephone at +1 (507)
533-9600, by mail at Rochester Medical Corporation, One Rochester
Medical Drive, Stewartville, MN,
55976, Attn: Investor Relations, or by going to Rochester Medical's
Investor Relations page on its corporate website at
http://www.rocm.com.
Rochester Medical and its directors and executive officers may
be deemed to be participants in the solicitation of proxies from
the shareholders of Rochester Medical in connection with the
proposed merger. Information regarding the interests of these
directors and executive officers in the transaction described
herein will be included in the proxy statement described above.
Additional information regarding these directors and executive
officers is also included in Rochester Medical's proxy statement
for its 2013 Annual Meeting of Shareholders, which was filed with
the SEC on December 28, 2012. This
document is available free of charge at the SEC's web site at
www.sec.gov, and from Rochester Medical by contacting investor
relations by telephone at +1 (507) 533-9600, by mail at Rochester
Medical Corporation, One Rochester Medical Drive, Stewartville, MN, 55976, Attn: Investor
Relations, or by going to Rochester Medical's Investor Relations
page on its corporate website at http://www.rocm.com.
Forward-Looking Statements
This press release contains
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements
include, but are not limited to, statements about the future
financial and operating results of Rochester Medical. Such
statements are based on currently available information, operating
plans and management's expectations about future events and
trends. Such statements inherently involve significant risks
and uncertainties that could cause actual results to differ
materially from those predicted in such forward-looking statements,
including the uncertainty of estimated revenues and profits, the
uncertainty of current domestic and international economic
conditions that could adversely affect the level of demand for the
Company's products and increased volatility in foreign exchange
rates, the uncertainty of market acceptance of new product
introductions, and our level of success in increasing
Rochester Medical Direct Sales revenue, the uncertainty of gaining
new strategic relationships or locating and capitalizing on
strategic opportunities, the uncertainty of timing of Private Label
Sales revenues (particularly international
customers), FDA and other regulatory review and response
times, and other risk factors listed from time to time in the
Company's SEC reports and filings, including, without
limitation, the section entitled "Risk Factors" in the Company's
Annual Report on Form 10-K for the year ended September 30,
2012, and quarterly reports on Forms 10-Q. Readers are
cautioned not to place undue reliance on any such forward-looking
statements, which speak only as of the date they are made.
The Company undertakes no obligation to update any forward-looking
statements, whether as a result of new information, future events
or otherwise.
SOURCE Rochester Medical Corporation