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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Amer Medical Sys Hldgs (MM) | NASDAQ:AMMD | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 29.98 | 0 | 01:00:00 |
American Medical Systems Holdings, Inc. (“AMS” or the “Company”) (NASDAQ: AMMD) announced that it had signed a memorandum of understanding today to settle the previously disclosed, putative class action lawsuits captioned Walker v. Bihl, et al., and Prime Investors Fund v. Bihl, et al., respectively, filed in the Hennepin County District Court on April 29, 2011 and May 5, 2011, respectively (collectively, the “Merger Litigation”). The Merger Litigation relates to the Agreement and Plan of Merger, dated as of April 10, 2011, by and among Endo Pharmaceuticals Holdings Inc. (“Endo”), NIKA Merger Sub, Inc., a wholly owned indirect subsidiary of Endo, and AMS.
The Company agreed to the memorandum of understanding solely to avoid the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing. The other defendants and all plaintiffs in the Merger Litigation are parties to the memorandum of understanding , which provides, among other things, that the parties will seek to enter into a stipulation of settlement which provides for the release of all asserted claims. The asserted claims will not be released until such stipulation of settlement is approved by the court. There can be no assurance that the parties will ultimately enter into a stipulation of settlement or that the court will approve such settlement even if the parties were to enter into such stipulation. Additionally, as part of the memorandum of understanding, AMS has agreed to make certain additional disclosures related to the proposed merger, which are set forth below. Finally, in connection with the proposed settlement, plaintiffs intend to seek, and the defendants have agreed to pay, an award of attorneys fees and expenses in an amount to be determined by the Hennepin County District Court. This payment will not affect the amount of merger consideration to be paid in the merger or the timing of the special meeting of AMS stockholders scheduled for June 15, 2011 in Minnetonka, Minnesota.
The additional disclosures in this press release supplement the disclosure contained in the definitive proxy statement of AMS filed with the Securities and Exchange Commission (“SEC”) on May 10, 2011 and mailed to AMS’s stockholders on or about May 11, 2011 (the “Proxy Statement”), and should be read in conjunction with the disclosures contained in the Proxy Statement, which in turn should be read in its entirety. To the extent that information in this press release differs from or updates information contained in the Proxy Statement, the information in this press release shall supersede or supplement the information in the Proxy Statement. Nothing in this press release, the memorandum of understanding or any stipulation of settlement shall be deemed an admission of the legal necessity or materiality of any of the disclosures set forth herein. Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to such terms in the Proxy Statement.
The following additional disclosures supplement the existing disclosures contained under the caption “Background of the Merger” beginning on page 18 of the Proxy Statement:
The following additional disclosures supplement the existing disclosures contained under the caption “Opinion of J.P. Morgan Securities LLC” beginning on page 26 of the Proxy Statement:
The following additional disclosures supplement the existing disclosures contained under the caption “Certain Financial Forecasts” beginning on page 31 of the Proxy Statement:
The financial projections in the table above were not prepared in the ordinary course and were not subject to the same input, oversight or approval processes that were used to create the Financial Forecasts. Although presented with numerical specificity, the financial projections are not actual facts and reflect numerous assumptions, estimates and judgments as to future events. The assumptions and estimates underlying the financial projections may not be realized and are inherently subject to significant business, economic and competitive uncertainties and contingencies. The assumptions and estimates used to create the financial projections involve judgments made with respect to, among other things, future pricing, cost of goods sold, selling and marketing expenses, research and development spending, impending U.S. healthcare tax, AMS’s costs of financing, AMS’s senior secured credit facility, AMS’s convertible notes, prevailing interest rates and income tax rates, many of which are difficult to predict and some of which are outside of AMS’s control. The financial projections also reflect assumptions as to certain business decisions that do not reflect any of the effects of the merger or any other changes that may in the future affect AMS or AMS’s assets, business, operations, properties, policies, corporate structure, capitalization and management as a result of the merger or otherwise. Accordingly, there can be no assurance that the assumptions and estimates used to prepare the financial projections will prove to be accurate, and actual results may materially differ.
The inclusion of the financial projections in this press release should not be regarded as an indication that AMS, Endo or any of their respective advisors or representatives considered or consider the financial projections to be an accurate prediction of future events, and the financial projections should not be relied upon as such. None of AMS, Endo or any of their respective advisors or representatives has made or makes any representation regarding the information contained in the financial projections, and except as may be required by applicable securities laws, none of them intend to update or otherwise revise or reconcile the financial projections to reflect circumstances existing after the date such financial projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the financial projections are shown to be in error.
AMS’ stockholders are cautioned not to place undue reliance on the financial projections included in this press release, and such projected financial information should not be regarded as an indication that AMS, AMS’s board of directors, J.P. Morgan, Endo or any other person considered, or now considers, them to be reliable predictions of future results, and they should not be relied upon as such.
The financial projections should be read together with the historical financial statements of AMS, which have been filed with the SEC, and the other information regarding AMS contained in the Proxy Statement. None of the financial projections were prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither AMS’s independent auditors, nor any other independent accountants (including, without limitation, Endo’s), have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information. The report of AMS’ independent registered public accounting firm included in AMS’ Annual Report on Form 10-K for the year ended January 1, 2011 relates to AMS’ historical financial information. It does not extend to the financial projections and should not be read to do so.
About American Medical Systems Holdings, Inc.
American Medical Systems, headquartered in Minnetonka, Minnesota, is a diversified supplier of medical devices and procedures to treat incontinence, erectile dysfunction, benign prostatic hyperplasia (BPH), pelvic floor prolapse and other pelvic disorders in men and women. These disorders can significantly diminish one's quality of life and profoundly affect social relationships. In recent years, the number of people seeking treatment has increased markedly as a result of longer lives, higher-quality-of-life expectations and greater awareness of new treatment alternatives. American Medical Systems' products reduce or eliminate the incapacitating effects of these diseases, often through minimally invasive therapies. The Company’s products were used to treat approximately 340,000 patients in 2010.
Forward-Looking Statements
This press release contains forward-looking statements relating to, among other things, the proposed business combination between Endo and AMS, the Merger Litigation and its potential settlement and financial projections relating to AMS’s future total revenue, gross profit, operating expenses, earnings before interest, taxes, depreciation and amortization and free cash flows. 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. 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 concerning AMS’s risk factors may be found in AMS’s public periodic filings with the Securities and Exchange Commission (“SEC”), including the discussion under the heading “Risk Factors” in AMS’s Annual Report on Form 10-K for the year ended January 2, 2011, filed with the SEC on February 25, 2011, and its Quarterly Report on Form 10-Q for the quarter ended April 2, 2011, filed with the SEC on May 12, 2011.
Additional Information and Where to Find It
AMS has filed with the SEC, and sent to its stockholders, a proxy statement in connection with the proposed merger with Endo. The proxy statement contains important information about the proposed merger and related matters. AMS STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY. AMS stockholders can obtain free copies of the proxy statement and other documents filed with the SEC by AMS through the web site maintained by the SEC at www.sec.gov. In addition, security holders can obtain free copies of the proxy statement from AMS by contacting Investor Relations by telephone at (952) 930-6000, or by mail at American Medical Systems Holdings, Inc., 10700 Bren Road West, Minnetonka, Minnesota 55343, Attention: Investor Relations Department, or by going to AMS’s Investor Relations page on its corporate web site at www.americanmedicalsystems.com.
AMS, its directors and executive officers, and Mackenzie Partners, Inc. may be deemed to be participants in the solicitation of proxies from the stockholders of AMS in connection with the proposed merger. Information regarding the interests of these directors and executive officers in the transaction described herein is included in the proxy statement described above. Additional information regarding these directors and executive officers is included in AMS’s proxy statement for its 2011 Annual Meeting of Stockholders, which was filed with the SEC on March 30, 2011.
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