Laserscope (NASDAQ:LSCP)
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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.