Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - CRYOLIFE INC | cryolife8k12110.htm |
| EX-99.1 - LETTER - CRYOLIFE INC | cryolife8k12110ex991.htm |
| EX-99.3 - BOOKLET - CRYOLIFE INC | cryolife8k12110ex993.htm |
| EX-99.2 - LETTER - CRYOLIFE INC | cryolife8k12110ex992.htm |
| EX-99.4 - INSERT - CRYOLIFE INC | cryolife8k12110ex994.htm |
EXHIBIT 99.5
N
E W S R E L E A S E
FOR
IMMEDIATE RELEASE
Media
Contacts:
D. Ashley
Lee
Executive
Vice President, Chief Financial Officer and
Chief
Operating Officer
Phone:
770-419-3355
Nina
Devlin
Edelman
Phone:
212-704-8145
CryoLife
Sends Letter to Medafor, Inc. Shareholders
ATLANTA, GA (January 21, 2010) --
CryoLife, Inc. (NYSE: CRY), an implantable biological medical device and
cardiovascular tissue processing company, announced today that it has sent the
following letter to Medafor shareholders discussing its strategic proposal to
purchase the outstanding shares of Medafor:
Important
Information for Medafor Shareholders
January
21, 2010
Dear
Fellow Medafor Shareholder:
You have probably seen the headlines
regarding CryoLife’s increased stake in Medafor and our proposal to the Medafor
board of directors to combine our two companies. I wanted to take
this opportunity to personally explain why we have taken this action, why our
proposal is financially and strategically compelling, and what you can do to
make your opinion heard.
We have great regard for Medafor’s
MPH®
polysaccharide hemostatic technology, and we believe it has significant,
untapped growth potential. CryoLife currently has the exclusive right
to distribute this technology under the private label HemoStase®
within the U.S. for use in cardiac and vascular surgery, and in many
international markets for cardiac, vascular, and general surgery, subject to
certain exclusions. As Medafor’s largest distributor, CryoLife
achieved $6 million in
sales of HemoStase in 2009.
Unfortunately, we do not believe that
Medafor has the resources to maximize the potential of this exciting technology
on its own given the capital and other constraints facing the
company. At the same time, we believe it is critical that Medafor
fully develop this technology in order for Medafor shares to realize their full
potential value. We have acquired a large stake in Medafor as a first
step in our efforts to combine CryoLife and Medafor, drive additional growth of
HemoStase and related products, and deliver earnings and revenue growth for
CryoLife and Medafor shareholders.
CryoLife
and Medafor: A Strong Strategic Fit
We believe that Medafor’s hemostatic
technology serves as a perfect complement to CryoLife’s product portfolio,
particularly our BioGlue®
technology. A combination of our companies would allow us to offer
surgeons a full range of products to assist them in controlling and preventing
bleeding. CryoLife’s financial strength (positive cash flow and
positive earnings growth), strong direct sales force (45 direct sales
representatives in the U.S. and direct sales forces in the United Kingdom and
Germany), international distribution network, and experienced management team
would allow us to drive additional growth of Medafor beyond its current
capabilities, and create greater value for all shareholders.
Combination
of CryoLife and Medafor: Our Proposed Offer
On January 13, 2010, we sent a letter
to Medafor’s board of directors proposing to acquire all of Medafor’s remaining
outstanding shares for $2.00 per share, to be paid in cash and stock, subject to
completion of reasonable due diligence. We believe the price we are
offering is full and
fair. In fact, it represents a significant premium to that
which we understand Medafor’s management and board have recently offered to
convert debt into equity, and is equivalent to the value at which recent stock
transactions have taken place. It is also in line with the valuations
of comparable public companies and with recent comparable publicly-disclosed
M&A transactions.
While we believe our initial proposal
is a strong one, we welcome
further dialogue and are open to negotiation with the Medafor
board. As we indicated in our recent communication to Medafor, we do
not have the most current information regarding Medafor and its prospects, and
we are willing to negotiate in good faith to determine Medafor’s appropriate
value.
Negotiations with the Medafor board
would also allow us to determine the right mix of cash and stock. We
believe a cash/stock offer is appropriate and attractive, as the cash component
would provide Medafor shareholders with immediate and certain value, while the
stock portion would allow shareholders to participate in future upside through
continued ownership of the combined company. We think the prospects
for CryoLife are strong and that Medafor shareholders will be able to realize
additional value by owning our stock. It is also important to note
that ownership of CryoLife stock would provide you with further liquidity, as
you would be able to trade this stock on the New York Stock
Exchange. That said, given the current economic climate, we recognize
that cash may be more important to some shareholders, and we are therefore
prepared to evaluate how to best address this.
Page 2 of
4
Medafor’s board has to date refused to
enter into negotiations regarding our proposal. Their refusal to
enter into discussions with us hurts Medafor shareholders as it impedes
your ability to receive a fair price for your shares. The goal of
this letter is simply to provide you with more information about our proposal
and encourage you to contact Medafor’s board to make your voice heard if you
have an opinion about Medafor’s future and our proposal.
|
WHAT YOU CAN DO
NOW
As Medafor’s largest
shareholder, we believe that it is important for every shareholder to
communicate with the Medafor board. If you have an opinion about
anything we’ve discussed in this letter, please contact your board members
today and let them know what you
think. The phone numbers and addresses for the Medafor board
and management are 877-633-2367 and 2700 Freeway Boulevard, Suite 800,
Minneapolis, MN 55430. Make sure your board knows where you
stand!
|
Enclosed with this letter is a copy of
CryoLife’s 25th
anniversary book, which provides information concerning CryoLife, its products
and services, and the thousands of people who have been positively impacted by
those products and services. If you would like more information about
CryoLife and its proposal to acquire Medafor, please visit
www.cryolife.com/medaforoffer or contact Nina Devlin at
212-704-8145. Additionally, if you would like to receive any future
communications via email, please send an email request to
medaforshareholderinfo@cryolife.com.
We are optimistic that you will be as
enthusiastic as we are about what CryoLife and Medafor can accomplish
together. I look forward to communicating with you again in the near
future.
Sincerely,
Steven G. Anderson
Founder, CEO and
President
ADDITIONAL
IMPORTANT INFORMATION
This announcement is provided for
informational purposes only and is not an offer to purchase nor a solicitation
of an offer to sell shares of Medafor or CryoLife. Subject to future
developments, CryoLife may file a registration statement and/or tender offer
documents and/or proxy statement with the SEC in connection with the proposed
combination. Shareholders should read those filings, and any other
filings made by CryoLife with the SEC in connection with the combination, as
they will contain important information. Those documents, if and when
filed, as well as CryoLife’s other public filings with the SEC, may be obtained
without charge at the SEC’s website at www.sec.gov and at CryoLife’s website at
www.cryolife.com.
Page 3 of
4
About
CryoLife, Inc.
Founded
in 1984, CryoLife, Inc. is a leader in the processing and distribution of
implantable living human tissues for use in cardiac and vascular surgeries
throughout the U.S. and Canada. The Company's CryoValve® SG
pulmonary heart valve, processed using CryoLife's proprietary SynerGraft®
technology, has FDA 510(k) clearance for the replacement of diseased, damaged,
malformed, or malfunctioning native or prosthetic pulmonary
valves. The Company’s CryoPatch® SG
pulmonary cardiac patch has FDA 510(k) clearance for the repair or
reconstruction of the right ventricular outflow tract (RVOT), which is a surgery
commonly performed in children with congenital heart defects, such as Tetralogy
of Fallot, Truncus Arteriosus, and Pulmonary Atresia. CryoPatch SG is
distributed in three anatomic configurations: pulmonary hemi-artery, pulmonary
trunk, and pulmonary branch. The Company's BioGlue®
Surgical Adhesive is FDA approved as an adjunct to sutures and staples for use
in adult patients in open surgical repair of large vessels. BioGlue
is also CE marked in the European Community and approved in Canada and Australia
for use in soft tissue repair. The Company's BioFoam®
Surgical Matrix is CE marked in the European Community for use as an adjunct in
the sealing of abdominal parenchymal tissues (liver and spleen) when cessation
of bleeding by ligature or other conventional methods is ineffective or
impractical. BIOGLUE Aesthetic™ Medical Adhesive
is CE marked in the European Community for periosteal fixation following
endoscopic browplasty (brow lift) in reconstructive plastic surgery and is
distributed by a third party for this indication. CryoLife
distributes HemoStase®, a
hemostatic agent, in much of the U.S. for use in cardiac and vascular surgery
and in many international markets for cardiac, vascular, and general surgery,
subject to certain exclusions.
For
additional information about the company, visit CryoLife’s Web
site:
www.cryolife.com.
END
Page 4 of
4