Encore Medical Closes Merger With Blackstone Capital Partners, Completes Tender Offer
November 03 2006 - 4:45PM
PR Newswire (US)
AUSTIN, Texas, Nov. 3 /PRNewswire-FirstCall/ -- Encore Medical
Corporation (NASDAQ:ENMC) ("Encore") today announced that it had
completed its going private transaction through a merger with a
company newly formed and controlled by Blackstone Capital Partners
V L.P. ("Blackstone"). The transaction was approved at a special
meeting of Encore's stockholders on November 2, 2006. Under the
terms of the merger agreement, Encore's stockholders will receive
$6.55 in cash for each share of Encore common stock they hold.
Kenneth W. Davidson, President and Chief Executive Officer,
commented, "We are pleased with the successful outcome of this
transaction and look forward to partnering with Blackstone. This
transaction provides Encore with a strong financial partner with
knowledge of the healthcare industry to assist in our future
growth." Chinh E. Chu, who will serve as Chairman of the Board of
Directors, stated, "We look forward to working in partnership with
the management team of Encore to accelerate the growth of the
company. We are very attracted to the industry fundamentals and
leadership position of the company." The transaction was financed
through a combination of equity contributed by Blackstone, cash on
hand at Encore, senior secured credit facilities, and newly offered
11 3/4% senior subordinated notes due 2014. The total value of the
transaction is approximately $887 million. In connection with the
closing of the merger, Encore also announced that it has accepted
for purchase all of the $165 million principal amount 9.75% Senior
Subordinated Notes due 2012 (the "Notes") (CUSIP No. 29256GABO), of
Encore Medical IHC, Inc. (the "Issuer"), all of which Notes were
validly tendered on or prior to 5:00 p.m., New York City time, on
October 26, 2006 (the "Consent Expiration Date") pursuant to its
previously announced debt tender offer and consent solicitation.
The settlement of the purchase of notes validly tendered and not
withdrawn on or prior to the Consent Expiration Date occurred
concurrently with the closing of the merger. Encore's common shares
will cease trading on the NASDAQ Global Market at market close
today, and will be delisted immediately thereafter. Encore has
appointed Wells Fargo Bank, N.A. as the agent for payment of the
merger consideration upon consummation of the transaction. Encore
anticipates that the exchange agent will contact stockholders soon
with instructions on how to obtain payment for their shares. About
Encore Medical Corporation Encore Medical Corporation is a
diversified orthopedic device company with leading positions in
many of the markets in which it competes. We develop, manufacture
and distribute a comprehensive range of high-quality orthopedic
devices used for rehabilitation, pain management and physical
therapy. We also develop, manufacture and distribute a
comprehensive suite of surgical reconstructive implant products. We
believe that we are one of a few orthopedic device companies that
offer healthcare professionals and patients a diverse range of
orthopedic rehabilitation and surgical reconstructive implant
products addressing the complete spectrum of pre-operative,
post-operative, clinical and home rehabilitation care. About The
Blackstone Group The Blackstone Group, a global private investment
and advisory firm, was founded in 1985. The firm has raised a total
of approximately $59 billion for alternative asset investing since
its formation of which roughly $27 billion has been for private
equity investing. The healthcare sector is one of Blackstone's core
areas of focus, with current investments in pharmaceuticals,
hospitals, nursing homes, healthcare services and health insurance.
Blackstone's other core businesses include Private Real Estate
Investing, Corporate Debt Investing, Hedge Funds, Mutual Fund
Management, Private Placement, Marketable Alternative Asset
Management, and Investment Banking Advisory Services. Further
information is available at http://www.blackstone.com/ . Important
Information Except for the historical information contained herein,
the matters discussed are forward-looking statements made pursuant
to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These statements involve risks and
uncertainties, such as quarterly fluctuations in operating results,
the timely availability of new products, the impacts of competitive
products and pricing, the ability to grow the distribution networks
for our products, the ability to continue to obtain long-term
financing, our substantial leverage and debt service requirements
and the ability to locate and integrate past and future
acquisitions. Additionally, we are subject to other risks and
uncertainties set forth in our filings with the Securities and
Exchange Commission. These risks and uncertainties could cause
actual results to differ materially from any forward-looking
statements made herein. Contact: Harry L. Zimmerman Executive Vice
President - General Counsel (512) 832-9500 Chinh E. Chu Senior
Managing Director The Blackstone Group (212) 583-5872 DATASOURCE:
Encore Medical Corporation CONTACT: Harry L. Zimmerman, Executive
Vice President - General Counsel of Encore Medical Corporation,
+1-512-832-9500, or ; or Chinh E. Chu, Senior Managing Director of
The Blackstone Group, +1-212-583-5872 Web site:
http://www.encoremed.com/ http://www.blackstone.com/
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