Lifecell Corp (MM) (NASDAQ:LIFC)
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Kinetic Concepts, Inc. (NYSE: KCI) and LifeCell Corporation (Nasdaq:
LIFC) today announced the commencement of the tender offer by Leopard
Acquisition Sub, Inc., a wholly-owned subsidiary of Kinetic Concepts,
Inc., for all outstanding shares of LifeCell common stock at a price of
$51.00 per share, net to the seller in cash. The tender offer is
being made pursuant to an Offer to Purchase, dated April 21, 2008, in
connection with the Agreement and Plan of Merger, which is dated and was
previously announced on April 7, 2008.
The tender offer is scheduled to expire at 12:00 midnight, New York City
Time, on May 16, 2008, unless the tender offer is extended. Following
the completion of the tender offer, KCI expects to consummate a merger
pursuant to which any remaining LifeCell shares not purchased in the
tender offer will be acquired for the same cash price per share as paid
in the tender offer. The obligation to accept for payment and pay for
the shares of common stock of LifeCell tendered in the tender offer is
subject to customary conditions, including, among other things: the
tender of a majority of the total number of outstanding shares of
LifeCell common stock (calculated on a fully diluted basis), the
expiration or termination of any waiting period (and any extensions
thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended and completion of financing pursuant to the terms of an
executed commitment letter among Kinetic Concepts, Inc. and the lenders
party thereto, dated April 7, 2008 (or an alternative financing on
substantially similar terms).
The complete terms and conditions of the tender offer are set out in the
tender offer statement (including the Offer to Purchase, Letter of
Transmittal and other related tender offer materials), which was filed
today by Kinetic Concepts, Inc. with the U.S. Securities and Exchange
Commission. LifeCell has also filed today a solicitation/ recommendation
statement with respect to the offer on Schedule 14D-9. LifeCell
stockholders and other investors should read these materials carefully
because they contain important information, including the terms and
conditions of the offer. LifeCell shareholders and other investors may
obtain copies of these documents free of charge at the SEC’s
web site (www.sec.gov); or from The
Laurel Hill Advisory Group, the information agent for the offer,
toll-free at (888) 742-1305. Additional information regarding the tender
offer may be obtained from J.P. Morgan Securities Inc., the dealer
manager for the offer, toll-free at (877) 371-5947.
Securities Law Disclosure
This press release is neither an offer to purchase nor a solicitation of
an offer to sell securities. The tender offer is being made pursuant to
a tender offer statement and related materials. LifeCell’s
stockholders are advised to read the tender offer statement and related
materials, as filed by Kinetic Concepts, Inc. with the U.S. Securities
and Exchange Commission (the “SEC”).
The tender offer statement (including the Offer to Purchase, letter of
transmittal and related tender offer documents) filed by Kinetic
Concepts, Inc. with the SEC and the solicitation/ recommendation
statement with respect to the offer on Schedule 14D-9 filed by LifeCell
with the SEC contain important information which should be read
carefully before any decision is made with respect to the tender offer.
The tender offer statement and the solicitation/recommendation statement
will be mailed to all LifeCell stockholders of record.
Forward Looking Statements
This communication contains forward-looking statements, which may be
identified by words such as “believes”,
“expects”, “anticipates”,
“estimates”, “projects”,
“intends”, “should”,
“seeks”, “future”,
“continue”, or the
negative of such terms, or other comparable terminology. Forward-looking
statements are subject to risks, uncertainties, assumptions and other
factors that are difficult to predict and that could cause actual
results to vary materially from those expressed in or indicated by them,
including the risk that the tender offer may not be completed or the
merger may not be consummated for various reasons, including the failure
to satisfy the conditions precedent to the completion of the
acquisition. Additional risks and factors are identified in KCI’s
and LifeCell’s filings with the U.S.
Securities Exchange Commission (the “SEC”),
including their respective Annual Reports on Form 10-K for the fiscal
year ending December 31, 2007, which are available on the SEC’s
website at http://www.sec.gov. The
information contained in this press release is as of April 21, 2008.
Except as required by law, neither KCI nor LifeCell undertake any
obligation to revise or update any forward-looking statement, or to make
any other forward-looking statements, whether as a result of new
information, future events or otherwise.