Enpath (NASDAQ:NPTH)
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Greatbatch, Inc. (the “Company”)
(NYSE:GB) and Enpath Medical, Inc. (Nasdaq:NPTH) announced today that
they have entered into a definitive merger agreement under which
Greatbatch will acquire Enpath for $14.38 per share in cash, or
approximately $102 million, including assumption of debt. Under the
terms of the agreement, Greatbatch will commence a tender offer for all
of Enpath’s outstanding shares no later than
May 8, 2007.
The proposed transaction is subject to customary closing conditions and
regulatory approvals and the tender of a majority of Enpath’s
outstanding shares, on a fully diluted basis. The purchase price will be
funded out of Greatbatch’s available cash and
the transaction is not subject to financing conditions. The transaction
is expected to close in late June and has been unanimously approved by
the Boards of Directors of both companies.
Based in Minneapolis, Enpath is a medical products company engaged in
designing, developing, manufacturing and marketing single use medical
device products for the cardiac rhythm management (“CRM”),
neuromodulation and interventional radiology markets.
Enpath’s main product lines consist of the
following:
Venous vessel introducers and valved introducers that enable
physicians to create a conduit through which they can insert infusion
catheters, implantable ports and pacemaker leads into a blood vessel.
Advanced delivery catheters that can be manipulated to enable the
health care professional to access parts of the patient’s
anatomy that cannot be reached by traditional introducers.
Implantable stimulation leads, adaptors and delivery systems for the
cardiac and neuromodulation markets.
Thomas Hook, Greatbatch President and CEO stated, “Enpath
represents an exciting strategic opportunity that is complementary and
further expands our product and service offerings to the CRM and
Neurostimulation marketplace. This acquisition broadens our market reach
into the vascular segment with the core introducer product line as well
as adding several major new OEM customers. Clearly these factors support
our long-term objective of customer and market diversification. We
welcome the employees of Enpath to the Greatbatch team and look forward
to working with them and their strong management team.”
Strategic Benefits of the Transaction to Greatbatch;
Complements existing CRM business
Offers greater ability to service the neurostimulation market
Provides platform for organic and inorganic growth
Diversifies both customer and market concentration
Gain strong management team with regulatory and device experience
Synergistic with current technical capabilities
Accelerates sales growth rate
Expected to be accretive to Greatbatch in 2008
“We look forward to becoming part of the
Greatbatch organization,” said John C.
Hertig, President and CEO of Enpath Medical, Inc. “Our
strategies for product innovation and growth are nicely aligned and
together we believe we can accelerate the delivery of new product
offerings to our customers. Greatbatch’s
financial strength provides incremental funding for our product
development pipeline initiatives. We believe this transaction provides a
significant premium to our recent share price for Enpath’s
shareholders, career growth opportunities for our associates and expands
our ability to service our customers.”
Enpath Medical will release financial results for the first quarter
ended March 31, 2007 as scheduled on May 2, 2007. However, the
conference call planned for that date has been cancelled. Enpath’s
Annual Shareholder Meeting, scheduled for 3:45 PM on Thursday, May 3,
will proceed as scheduled but will not include an executive report on
the Company’s business.
Advisors
Banc of America Securities LLC is acting as financial advisor to
Greatbatch and Hodgson Russ LLP is legal counsel. Greene Holcomb &
Fisher LLC is acting as financial advisor to Enpath and Lindquist &
Vennum PLLP is legal counsel to Enpath.
Conference Call
Greatbatch and Enpath will host a conference call for investors and
analysts at 10:30 a.m. ET on Monday, April 30, 2007 to discuss today’s
announcement. The call may be accessed at 1-800-510-0219. The conference
passcode is 17659112. The call will also be simultaneously webcast at www.greatbatch.com.
Following the call, an audio replay will be available for seven days by
dialing 1-888-286-8010, passcode 21347858.
About Greatbatch
Greatbatch, Inc. is a leading developer and manufacturer of critical
components used in implantable medical devices and other technically
demanding applications.
About Enpath Medical
Enpath Medical, Inc., is a leader in the design, development,
manufacture and marketing of percutaneous delivery systems and
stimulation leads technologies.
Forward-Looking Statements
This press release contains forward-looking statements, including
statements regarding the anticipated closing date of the above described
acquisition, the expected effect of the acquisition on Greatbatch’s
earnings per share, operating margins, and sales growth, and its role in
complementing and advancing Greatbatch’s
business. These statements are based on current expectations, forecasts
and assumptions. Actual results could differ materially from those
anticipated by these forward-looking statements as a result of a number
of factors, some of which may be beyond Greatbatch’s
control. Among other things, these factors include the risk that the
acquisition will not be completed or is delayed because the tender offer
did not proceed as anticipated or closing conditions to the acquisition
were not satisfied. Other factors include the possibility that the
expected financial and strategic benefits of the transaction are not
realized in a timely manner or not at all. For a further list and
description of risks and uncertainties associated with Greatbatch’s
and Enpath Medical’s businesses, see their
reports filed with the Securities and Exchange Commission, including the “Risk
Factors” section in each company’s
most recent annual report on Form 10-K. The companies disclaim any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise, except as required by law.
Additional Information
This announcement is neither an offer to purchase nor a solicitation of
an offer to sell shares of Enpath Medical. Greatbatch will be filing a
Tender Offer Statement with the Securities and Exchange Commission (SEC)
and Enpath Medical will be filing a Solicitation/Recommendation
Statement on Schedule 14D-9 with respect to the offer. Enpath Medical
shareholders are advised to read the Tender Offer Statement regarding
the acquisition of Enpath Medical referenced in this news release, and
the related Solicitation/Recommendation Statement, when those statements
are made available to them. The Tender Offer Statement and the
Solicitation/Recommendations 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 Enpath Medical at no expense to them. These documents
will also be available at no charge on the SEC’s
web site at www.sec.gov. Shareholders
may also obtain copies of these documents without charge by requesting
them from Enpath Medical, Inc. in writing at 2300 Berkshire Lane North,
Minneapolis, MN 55441, or phone at (763) 951-8181.