Kimberly-Clark Corporation Completes Initial Tender Offer for I-Flow Corporation
November 18 2009 - 8:30AM
PR Newswire (US)
Company Will Commence Subsequent Offering Period DALLAS, Nov. 18
/PRNewswire-FirstCall/ -- Kimberly-Clark Corporation (NYSE:KMB)
today announced that the initial offering period of its tender
offer for all outstanding shares of common stock of I-Flow
Corporation (NASDAQ:IFLO) expired at midnight (New York City time)
on November 17, 2009. The offer was conducted through Boxer
Acquisition, Inc., a wholly-owned subsidiary of Kimberly-Clark. The
depositary for the tender offer has advised Kimberly-Clark that, as
of the expiration of the initial offering period, a total of
approximately 21,279,272 shares of I-Flow common stock were validly
tendered and not validly withdrawn, representing approximately 87.1
percent of the outstanding shares of I-Flow common stock. All
shares that were validly tendered and not validly withdrawn during
the initial offering period have been accepted for payment. The
depositary has also advised Kimberly-Clark that it has received
commitments to tender approximately 506,582 additional shares under
the guaranteed delivery procedures described in the offer.
Kimberly-Clark also announced that it is commencing through Boxer
Acquisition, Inc. a subsequent offering period of its tender offer
to acquire all remaining shares of I-Flow common stock. This
subsequent offering period will expire at 5:00 p.m. (New York City
time) on November 23, 2009, unless extended. Any shares validly
tendered during this subsequent offering period will be accepted
immediately for payment, and tendering stockholders will thereafter
promptly be paid $12.65 in cash for each share of I-Flow common
stock tendered, without interest and less any required withholding
taxes. This is the same amount per share that was offered and paid
in the initial offering period. The subsequent offering period
enables holders of shares of I-Flow common stock who did not tender
during the initial offering period to participate in the offer and
receive the offer price on an expedited basis rather than waiting
until the completion of the merger described below. Shares tendered
during this subsequent offering period cannot be delivered by the
guaranteed delivery procedure and may not be withdrawn. In
addition, shares validly tendered during the initial offering
period may not be withdrawn during the subsequent offering period.
Following the expiration of the subsequent offering period,
Kimberly-Clark intends to complete the acquisition of all remaining
shares of I-Flow through a merger. Following the completion of the
merger, I-Flow will operate as part of Kimberly-Clark Health Care.
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, 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 the merger will be completed. 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 are 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 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, Kimberly-Clark, +1-972-281-1486, ; or
Investor contact: Paul Alexander, Kimberly-Clark, +1-972-281-1440,
Web Site: http://www.kimberly-clark.com/
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