Integra LifeSciences Announces Acceptance of Shares Tendered into Offer for Derma Sciences, Inc.
February 23 2017 - 8:30AM
Integra LifeSciences Holdings Corporation (“Integra”)
(NASDAQ:IART), a global leader in medical technology, announced
today that its tender offer by its wholly-owned subsidiary, Integra
Derma, Inc. (“Offeror”), to purchase all outstanding common and
preferred shares of Derma Sciences, Inc. (“Derma Sciences”)
(NASDAQ:DSCI) at an offer price of $7.00 per share for Derma
Sciences’ common stock, $32.00 per share for Derma Sciences’ Series
A Convertible Preferred Stock and $48.00 per share for Derma
Sciences’ Series B Convertible Preferred Stock, expired as
scheduled at 12:00 midnight, New York City time, on Wednesday,
February 22, 2017. The tender offer was made pursuant to an
Offer to Purchase, dated January 25, 2017, and in connection with
the Agreement and Plan of Merger, dated January 10, 2017, among
Integra, Offeror and Derma Sciences (the “Merger Agreement”), which
Integra and Derma Sciences previously announced on January 10,
2017.
Broadridge Corporate Issuer Solutions, Inc., the depositary for
the tender offer, has advised Integra that, as of the expiration of
the tender offer, a total of 24,271,885 shares of Derma Sciences'
common stock, 17,440 shares of Derma Sciences’ Series A Convertible
Preferred Stock and 53,059 of Derma Sciences’ Series B Convertible
Preferred Stock were validly tendered in the tender offer
representing approximately 85.7% of the outstanding voting power of
the shares, 93.8% of the Series A Convertible Preferred Stock, and
96.9% of the Series B Convertible Preferred Stock. The Offeror has
accepted for payment all shares that were validly tendered prior to
expiration of the tender offer, and payment for such shares will be
made promptly, in accordance with the terms of the tender
offer.
Integra intends to effect the merger of the Offeror with and
into Derma Sciences, with Derma Sciences surviving as an indirect
wholly owned subsidiary of Integra, promptly, in accordance with
the Merger Agreement. Pursuant to the Merger Agreement,
each share of capital stock of Derma Sciences issued and
outstanding immediately prior to the effective time of the merger
(other than shares (a) irrevocably accepted for payment in the
tender offer, (b) shares held in the treasury of Derma Sciences,
(c) shares owned by Integra or any direct or indirect subsidiary of
Integra (including Offeror) or Derma Sciences immediately prior to
the effective time of the merger, or (d) shares with respect to
which appraisal rights were properly exercised under the DGCL) not
validly tendered and purchased in the tender offer will be
converted into the right to receive the same per-share price paid
in the tender offer, without interest, subject to any withholding
of taxes required by applicable law. Following the merger,
Derma Sciences’ common stock will cease to be traded on the
NASDAQ.
About Integra
Integra LifeSciences Holdings Corporation, a world leader in
medical technology, is dedicated to limiting uncertainty for
clinicians, so they can concentrate on providing the best patient
care. Integra offers innovative solutions, including leading
plastic and regenerative technologies, in specialty surgical
solutions, orthopedics and tissue technologies. For more
information, please visit www.integralife.com.
Cautionary Statement Regarding Forward-Looking
Statements
This news release contains forward-looking statements that
include, among other things, statements about Integra’s beliefs and
expectations, statements about Integra’s proposed acquisition of
Derma Sciences, including expectations regarding the growth and
success of the combined entity. These statements may be identified
by words such as “expect,” “anticipate,” “estimate,” “intend,”
“plan,” “believe,” “promises”, “projects,” and other words and
terms of similar meaning. Such forward-looking statements are based
on current expectations and involve inherent risks and
uncertainties, including important factors that could delay,
divert, or change any of these expectations, and could cause actual
outcomes and results to differ materially from current
expectations. Factors that may materially affect such
forward-looking statements include: Integra’s ability to realize
the anticipated benefits of the tender offer and the merger. For
further details and a discussion of these and other risks and
uncertainties, please see Integra’s public filings with the
Securities and Exchange Commission, including the company’s latest
periodic reports on Form 10-K and 10-Q. Integra does not undertake,
and specifically disclaims, any obligation to publicly update or
amend any forward-looking statement, whether as a result of new
information, future events, or otherwise.
CONTACT: Integra LifeSciences Holdings Corporation
Investors
Angela Steinway
609-936-2268
angela.steinway@integralife.com
Michael Beaulieu
609-750-2827
michael.beaulieu@integralife.com
Media
Laurene Isip
609-750-7984
laurene.isip@integralife.com
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