Kimberly-Clark Corporation Announces Regulatory Clearance for Its Planned Acquisition of I-Flow Corporation
November 05 2009 - 4:30PM
PR Newswire (US)
DALLAS, Nov. 5 /PRNewswire-FirstCall/ -- Kimberly-Clark Corporation
(NYSE: KMB) today announced the expiration of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act with respect
to its previously announced planned acquisition of I-Flow
Corporation (NASDAQ:IFLO). Kimberly-Clark initiated a cash tender
offer on October 20, 2009 to purchase all outstanding shares of
I-Flow common stock. The tender offer will expire at midnight on
November 17, 2009, unless extended in accordance with the terms of
the merger agreement with I-Flow and the applicable rules and
regulations of the U.S. Securities and Exchange Commission (SEC).
Termination of the waiting period satisfies one of the conditions
to the closing of the tender offer. The closing of the tender offer
also is conditioned on the tender of a majority of the outstanding
shares of I-Flow Corporation's common stock on a fully diluted
basis and the satisfaction of other customary closing conditions.
Upon the successful closing of the tender offer, stockholders of
I-Flow will receive $12.65 in cash for each share of I-Flow common
stock tendered in the offer, without interest and less any required
withholding taxes. Following the purchase of shares in the tender
offer, I-Flow will operate as part of Kimberly-Clark Health Care, a
global business segment of Kimberly-Clark Corporation, with net
sales of more than $1 billion. About Kimberly-Clark and
Kimberly-Clark Health Care Kimberly-Clark and its well-known global
brands are an indispensable part of life for people in more than
150 countries. To learn more about Kimberly-Clark and its 137-year
history of innovation, visit http://www.kimberly-clark.com/. Around
the world, medical professionals turn to Kimberly-Clark for a wide
portfolio of solutions that improve the health, hygiene and
well-being of their patients and staff. As part of their healing
mission, caregivers rely on Kimberly-Clark Health Care to deliver
clinical solutions and educational resources that they can depend
on to prevent, diagnose and manage a wide variety of
healthcare-associated infections. This over $1 billion global
business segment of Kimberly-Clark Corporation holds the No. 1 or
No. 2 positions in several categories including infection control
solutions, surgical solutions, pain management and digestive
health. And throughout the care continuum, patients and staff alike
trust Kimberly-Clark medical supplies and devices, Kleenex brand
tissues, Kimberly-Clark professional skin care products, and Scott
brand towels for day-to-day needs. For more information, please
visit http://www.kchealthcare.com/. This press release contains
"forward-looking statements." These statements include, but are not
limited to, statements about the expected benefits of the
transaction involving Kimberly-Clark and I-Flow, including
potential synergies and cost savings, future financial and
operating results, and the combined company's plans and objectives.
In addition, statements made in this communication about
anticipated financial results, future operational improvements and
results or regulatory approvals are also forward-looking
statements. These statements are based on current expectations of
future events. If underlying assumptions prove inaccurate or
unknown risks or uncertainties materialize, actual results could
vary materially from Kimberly-Clark's and I-Flow's expectations and
projections. Risks and uncertainties include satisfaction of
closing conditions for the acquisition, including the tender of a
majority of the outstanding shares of common stock of I-Flow,
calculated on a fully diluted basis; the possibility that the
transaction will not be completed, or if completed, not completed
on a timely basis; the potential that market segment growth will
not follow historical patterns; general industry conditions and
competition; business and economic conditions, such as interest
rate and currency exchange rate fluctuations; technological
advances and patents attained by competitors; challenges inherent
in new product development, including obtaining regulatory
approvals; domestic and foreign governmental laws and regulations,
and trends toward healthcare cost containment. Kimberly-Clark can
give no assurance that any of the transactions related to the Offer
will be completed or that the conditions to the Offer and the
merger will be satisfied. A further list and description of
additional business risks, uncertainties and other factors can be
found in Kimberly-Clark's Annual Report on Form 10-K for the fiscal
year ended December 31, 2008, and I-Flow's Annual Report on Form
10-K for the fiscal year ended December 31, 2008, as well as other
Kimberly-Clark and I-Flow SEC filings. Copies of these filings, as
well as subsequent filings, are available online at
http://www.sec.gov/, http://www.kimberly-clark.com/,
http://www.iflo.com/ or on request from Kimberly-Clark or I-Flow.
Many of the factors that will determine the outcome of the subject
matter of this communication are beyond Kimberly-Clark's or
I-Flow's ability to control or predict. Neither Kimberly-Clark nor
I-Flow undertakes to update any forward-looking statements as a
result of new information or future events or developments.
Important Additional Information This release is neither an offer
to purchase nor a solicitation of an offer to sell securities.
Kimberly-Clark has filed a tender offer statement on Schedule TO
with the U.S. Securities and Exchange Commission (SEC).
Kimberly-Clark has mailed an offer to purchase, forms of letter of
transmittal and related documents to I-Flow stockholders. I-Flow
has filed with the SEC, and has mailed to I-Flow stockholders, a
solicitation/recommendation statement on Schedule 14D-9. INVESTORS
AND I-FLOW STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE TENDER
OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, LETTER OF
TRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS), AND THE RELATED
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 FILED BY
I-FLOW WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
These documents will be available at no charge on the SEC's website
at http://www.sec.gov/. In addition, a copy of the offer to
purchase, letter of transmittal and certain other related tender
offer documents (once they become available) may be obtained free
of charge by directing a request to Kimberly-Clark at P.O. Box
612606, Dallas, Texas 75261-2606, by phone at 972-281-1522, or
email: . http://www.newscom.com/cgi-bin/prnh/19991117/KMBLOGO
http://photoarchive.ap.org/ DATASOURCE: Kimberly-Clark Corporation
CONTACT: Media, Kay Jackson , +1-972-281-1486, ; or Investors, Paul
Alexander, +1-972-281-1440, , both of Kimberly-Clark Corporation
Web Site: http://www.kimberly-clark.com/
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