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8-K - FORM 8-K - Cardiogenesis Corp /CA | a59279e8vk.htm |
EX-2.1 - EX-2.1 - Cardiogenesis Corp /CA | a59279exv2w1.htm |
Exhibit 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE
CryoLife Media Contacts:
D. Ashley Lee
Executive Vice President, Chief Financial Officer and
Chief Operating Officer
Phone: 770-419-3355
Executive Vice President, Chief Financial Officer and
Chief Operating Officer
Phone: 770-419-3355
Chris Mittendorf
Edelman
Phone: 212-704-8134
Edelman
Phone: 212-704-8134
Cardiogenesis Media Contact:
Paul J. McCormick
Executive Chairman
Paul J. McCormick
Executive Chairman
Phone: 949-420-1827
CryoLife Amends Tender Offer Related to its Proposed Acquisition of
Cardiogenesis Corporation
Cardiogenesis Corporation
Reduces Shares Sought to 49.9 Percent of Outstanding Shares
Committed to acquiring remaining Cardiogenesis shares in
subsequent merger
subsequent merger
ATLANTA, GA AND IRVINE, CA (April 15, 2011) CryoLife, Inc. (NYSE:CRY), an implantable
biological medical device and cardiovascular tissue processing company, today announced it has
amended its tender offer related to its proposed acquisition of Cardiogenesis Corporation
(Cardiogenesis) to acquire only 49.9 percent of the outstanding shares of Cardiogenesis.
On April 14, 2011, Cardiogenesis, CryoLife and CryoLifes wholly-owned subsidiary, CL Falcon,
Inc., entered into an Amended and Restated Merger Agreement (Agreement). Pursuant to the
Agreement, the tender offer has been revised to provide that CL Falcon, Inc. is offering to acquire
only 49.9 percent of the outstanding shares of Cardiogenesis common stock. If more than 49.9
percent of the outstanding shares are tendered, CL Falcon, Inc. will purchase shares from the
tendering shareholders on a prorated basis, as described in tender offer documents filed with the
Securities and Exchange Commission (SEC). As a result of the
1655 Roberts Boulevard, NW Kennesaw, Georgia 30144
(770) 419-3355 Phone (770) 426-0031 Fax e-mail: info@cryolife.com
http://www.cryolife.com
(770) 419-3355 Phone (770) 426-0031 Fax e-mail: info@cryolife.com
http://www.cryolife.com
Agreement, the Top-Up Option has
been removed from the terms of the Offer and will no longer be effective.
The tender offer remains scheduled to expire at 12:00 midnight (one minute after 11:59 p.m.),
New York City time, on the evening of May 2, 2011, unless extended.
Assuming that CryoLife acquires 49.9 percent of the outstanding shares of Cardiogenesis in the
tender offer, Cardiogenesis will hold a special meeting of Cardiogenesis shareholders as soon as
practical after the completion of the tender offer to vote on the proposed merger. If more than 50
percent of the outstanding shares of Cardiogenesis, including those shares acquired by CryoLife in
the tender offer, vote in favor of the merger, CryoLife and Cardiogenesis will move to complete the
merger as soon as possible after the special meeting of Cardiogenesis shareholders. Assuming
CryoLife successfully acquires 49.9 percent of Cardiogenesis outstanding shares in the tender
offer, CryoLife expects that the shares acquired in the tender offer together with shares held by
the officers and directors of Cardiogenesis that are subject to a support agreement that requires
them to be voted in favor of the merger will be sufficient to assure approval of the merger.
A more detailed description of the Cardiogenesis Board of Directors recommendation can be
found in the Solicitation/Recommendation Statement on Schedule 14D-9 prepared by Cardiogenesis,
which has been mailed to Cardiogenesis shareholders and which was filed with the SEC, as amended.
Additionally, CryoLife and CL Falcon, Inc. have filed with the SEC a tender offer statement on
Schedule TO, as amended, including an Offer to Purchase, Letter of Transmittal and other related
materials setting forth in detail the terms of the tender offer. Copies of the Offer to Purchase,
Letter of Transmittal and other related materials, including the Solicitation/Recommendation
Statement, are available from Georgeson Inc., the information agent for the tender offer at
800-676-0098 (Toll Free). Banks and brokers are asked to call 212-440-9800. Computershare Inc. is
acting as depositary for the tender offer.
About CryoLife
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.
CryoLifes CryoValve® SG pulmonary heart valve, processed using CryoLifes proprietary
SynerGraft® technology, has FDA 510(k) clearance for the replacement of diseased,
damaged, malformed, or malfunctioning native or prosthetic pulmonary valves. CryoLifes
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. CryoLifes 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 and was recently approved in Japan for use in
the repair of aortic dissections. CryoLifes 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. CryoLife distributes PerClot®, an absorbable powder hemostat, in the
European Community.
For
additional information about CryoLife, visit CryoLifes website,
www.cryolife.com.
About Cardiogenesis Corporation
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Cardiogenesis specializes in the treatment of cardiovascular disease and is a leader in
devices that treat severe angina. Its market leading YAG laser system and single use fiber-optic
delivery systems are used to perform an FDA-cleared surgical procedure known as Transmyocardial
Revascularization (TMR).
For more information on Cardiogenesis and its products, please visit its website at
www.cardiogenesis.com.
Forward Looking Statements
Statements made in this press release that look forward in time or that express CryoLifes
managements beliefs, expectations or hopes are forward-looking statements. Such forward-looking
statements reflect the views of management at the time such statements are made and are subject to
a number of risks, uncertainties, estimates, and assumptions that may cause actual results to
differ materially from current expectations. These risks and uncertainties related to the
transaction with Cardiogenesis include that the tender offer and merger may not be completed within
our anticipated time frame, if at all, and a sufficient number of Cardiogenesis shareholders may
not choose to tender their stock in the offer and/or vote for the proposed merger. Two purported
class action lawsuits have been filed by Cardiogenesis shareholders challenging the merger. Also,
competing offers may be made for Cardiogenesis, various closing conditions for the transaction may
not be satisfied or waived, including that a governmental entity may prohibit or delay the
transaction, and the effects of disruption from the transaction may make it more difficult to
maintain relationships with employees, customers, business partners or governmental entities.
Furthermore, CryoLifes ability to fully realize the anticipated benefits of the transaction with
Cardiogenesis may be materially adversely impacted if the integration of Cardiogenesis business
with CryoLife is slower than expected or unsuccessful, or if the transaction and subsequent efforts
to integrate Cardiogenesis business with CryoLife distracts CryoLifes management team from the
other facets of CryoLifes business. Forward-looking statements in this press release should be
evaluated together with the risk factors detailed in CryoLifes Securities and Exchange Commission
filings, including its Form 10-K filing for the year ended December 31, 2010, and CryoLifes other
SEC filings. CryoLife does not undertake to update its forward-looking statements.
Notice to Investors
The tender offer for the outstanding common stock of Cardiogenesis Corporation referred to in
this press release commenced on April 5, 2011. This press release is neither an offer to purchase
nor a solicitation of an offer to sell any securities. The solicitation and the offer to buy shares
of Cardiogenesis Corporations common stock has been made pursuant to an offer to purchase and
related materials that CryoLife, Inc. filed with the Securities and Exchange Commission on April 5,
2011. Also on April 5, 2011, CryoLife, Inc. filed a tender offer statement on Schedule TO with the
Securities and Exchange Commission, and on the same date, Cardiogenesis Corporation filed a
solicitation/recommendation statement on Schedule 14D-9 with respect to the offer. The tender offer
statement (including an offer to purchase, a related letter of transmittal and other offer
documents) and the solicitation/recommendation statement contain important information that should
be read carefully and considered before any decision is made with respect to the tender offer.
These materials, as filed on April 5, 2011, have been sent free of charge to all shareholders of
Cardiogenesis Corporation. In addition, all of these materials (and all other materials filed by CryoLife, Inc. or
Cardiogenesis Corporation with the Securities and Exchange Commission, including
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amendments to
these materials) are available at no charge from the Securities and Exchange Commission through its
website at www.sec.gov. Free copies of the offer to purchase, the related letter of transmittal and
certain other offering documents are available by CryoLife, Inc. by Suzanne K. Gabbert at 1655
Roberts Blvd., NW, Kennesaw, GA 30144, telephone number 770-419-3355. Investors and security
holders may also obtain free copies of the documents filed with the Securities and Exchange
Commission by Cardiogenesis by contacting Cardiogenesis Corporation Investor Relations at 11
Musick, Irvine, CA, 92618, telephone number (949) 420-1827, or
IR@Cardiogenesis.com.
Additional Information about the Merger and Where to Find It
In connection with the potential merger, Cardiogenesis Corporation has filed a preliminary
proxy statement with the Securities and Exchange Commission. Additionally, Cardiogenesis
Corporation will file other relevant materials with the Securities and Exchange Commission in
connection with the proposed acquisition of Cardiogenesis Corporation by CryoLife, Inc. pursuant to
the terms of an Amended and Restated Agreement and Plan of Merger by and among Cardiogenesis
Corporation, CryoLife, Inc., and CL Falcon, Inc. a wholly-owned subsidiary
of CryoLife, Inc. The materials filed by Cardiogenesis Corporation with the Securities and Exchange
Commission may be obtained free of charge at the Securities and Exchange Commissions web site at
www.sec.gov. Investors and shareholders also may obtain free copies of the proxy statement from
Cardiogenesis Corporation by contacting Cardiogenesis Corporation Investor Relations at 11 Musick,
Irvine, CA, 92618, telephone number (949) 420-1827 or IR@Cardiogenesis.com. Investors and security
holders of Cardiogenesis Corporation are urged to read the definitive proxy statement and the other
relevant materials when they become available before making any voting or investment decision with
respect to the proposed merger because they will contain important information about the merger and
the parties to the merger.
Cardiogenesis Corporation and its respective directors, executive officers and other members
of their management and employees, under the Securities and Exchange Commission rules, may be
deemed to be participants in the solicitation of proxies of Cardiogenesis Corporation shareholders
in connection with the proposed merger. Investors and security holders may obtain more detailed
information regarding the names, affiliations and interests of certain of Cardiogenesis executive
officers and directors in the solicitation by reading Cardiogenesis Corporations proxy statement
for its 2010 annual meeting of shareholders, the Annual Report on Form 10-K for the fiscal year
ended December 31, 2010, and the proxy statement and other relevant materials which may be filed
with the Securities and Exchange Commission in connection with the merger when and if they become
available. Information concerning the interests of Cardiogenesis Corporations participants in the
solicitation, which may, in some cases, be different from those of Cardiogenesis Corporations
shareholders generally, is set forth in the preliminary proxy statement relating to the merger.
Additional information regarding Cardiogenesis Corporations directors and executive officers is
also included in Cardiogenesis Corporations proxy statement for its 2010 annual meeting of
shareholders.
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