Restore Medical (MM) (NASDAQ:REST)
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Medtronic, Inc. (NYSE: MDT) and Restore Medical, Inc. (NASDAQ: REST)
today announced that the companies have signed a definitive agreement
under which Medtronic will pay $1.60 per share in cash for each share of
Restore Medical stock. The total value of the transaction, including
payment of Restore Medical debt will be approximately $29 million. The
transaction, which is anticipated to close within 90 days, is expected
to be accretive to Medtronic earnings in the first full fiscal year
after closing.
Restore Medical’s Pillar Palatal Implant
System (Pillar System) is an innovative, minimally invasive, implantable
medical device used to treat the soft palate component of sleep
breathing disorders, including mild to moderate obstructive sleep apnea
(OSA) and snoring. Cleared by the U.S. Food & Drug Administration, the
Pillar System complements Medtronic’s existing
family of market-leading ENT products used to treat a variety of other
upper airway obstructions, including the sinuses and tonsils/adenoids.
The addition of the Pillar System allows Medtronic to provide its
physician customers with another minimally invasive, low morbidity
option to treat patients suffering from OSA and snoring.
“This acquisition will help deliver new growth
for our ENT business by providing Medtronic with a proven office-based
procedure in a very fast growing segment of the sleep market,”
said Bob Blankemeyer, president of the ENT business at Medtronic. “Medtronic
can quickly leverage its distribution and marketing strengths to improve
patient and surgeon access to this minimally invasive therapy.”
“The opportunity to reach more patients and
physicians with a proven therapy designed to treat snoring and OSA
through Medtronic’s growing ENT business is
exciting for Restore Medical,” said Bob
Paulson, president and chief executive officer of Restore Medical. “Minimally
invasive, office-based procedures to treat snoring and sleep apnea is a
large and underserved market. The combination of our implant technology
with Medtronic’s ENT business will enhance
access to the Pillar System.”
The transaction is subject to customary closing conditions, including
approval by Restore Medical shareholders.
ABOUT MEDTRONIC
Medtronic, Inc. (www.medtronic.com),
headquartered in Minneapolis, is the global leader in medical technology –
alleviating pain, restoring health, and extending life for millions of
people around the world.
ABOUT RESTORE MEDICAL
Restore Medical develops, manufactures and markets innovative medical
devices to treat sleep-disordered breathing. The Company’s
proprietary Pillar® Palatal Implant System is
the only implantable palatal device to treat snoring and mild to
moderate obstructive sleep apnea to be cleared by the U.S. Food and Drug
Administration and by Health Canada, and to have received the CE Mark
for sale in the European Union. The Pillar Palatal Implant System is
sold throughout the U.S. and Canada, and in various countries in Asia
Pacific, Europe, South America and the Middle East.
For more information about Restore Medical, the Pillar Procedure and
physicians who offer the Pillar Procedure in the U.S., visit the company’s
website at www.restoremedical.com
or www.pillarprocedure.com.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements, which involve a
number of risks and uncertainties. Medtronic and Restore Medical caution
readers that any forward-looking information is not a guarantee of
future performance and that actual results could differ materially from
those contained in the forward-looking information. Forward looking
statements include, but are not limited to, statements about the
benefits of the business combination transaction involving Medtronic and
Restore Medical, including future financial and operating results,
post-acquisition plans, objectives, expectations and intentions and
other statements that are not historical facts.
The following factors, among others, could cause actual results to
differ from those set forth in the forward-looking statements: the
failure of Restore Medical’s shareholders to
approve the transaction; the risk that the businesses will not be
integrated successfully; the risk that the cost savings and any other
synergies from the transaction may not be fully realized or may take
longer to realize than expected; disruption from the transaction making
it more difficult to maintain relationships with customers, employees or
suppliers; and competition and its effect on pricing, spending,
third-party relationships and revenues. Additional factors that may
affect future results are contained in Medtronic’s
and Restore Medical’s filings with the
Securities and Exchange Commission (the “SEC”),
which are available at the SEC’s web site http://www.sec.gov.
Medtronic and Restore Medical disclaim any obligation to update and
revise statements contained in these materials based on new information
or otherwise.
ADDITIONAL INFORMATION ABOUT THIS TRANSACTION
Restore Medical will file with the SEC and mail to its shareholders a
proxy statement that will contain important information about Restore
Medical, the proposed merger and related matters. Shareholders are urged
to read the proxy statement regarding the proposed merger when it
becomes available because it will contain important information that
shareholders should consider before making a decision about the merger.
You may obtain a free copy of the proxy statement (when available) and
other related documents filed by Restore Medical with the SEC at the SEC’s
website at www.sec.gov. The proxy
statement (when it is available) and the other documents may also be
obtained for free by accessing Restore Medical’s
website at www.restoremedical.com
by clicking on the “About Restore Medical”
link and then clicking on the “Investor
Relations” link and then clicking on the “SEC
Filings” heading, by writing to Restore
Medical at 2800 Patton Road, St. Paul, MN 55113, Attention: Chris Geyen,
or by emailing cgeyen@restoremedical.com.
Medtronic, Restore Medical and their respective directors, executive
officers and certain other members of management and employees may be
soliciting proxies from Restore Medical’s
shareholders in favor of the merger. Information regarding the persons
who may, under the rules of the SEC, be considered participants in the
solicitation of the Restore Medical’s
shareholders in connection with the proposed merger will be set forth in
the proxy statement when it is filed with the SEC. You can find
information about Medtronic’s executive
officers and directors in its definitive proxy statement filed with the
SEC on July 20, 2007. You can find information about Restore Medical’s
executive officers and directors in its definitive proxy statement filed
with the SEC on April 16, 2007. You can obtain free copies of these
documents from Medtronic and Restore Medical using the contact
information above.