Kimberly-Clark Corporation Completes Tender Offer for I-Flow Corporation
November 24 2009 - 8:00AM
PR Newswire (US)
Acquisition Expected To Be Completed Today DALLAS, Nov. 24
/PRNewswire-FirstCall/ -- Kimberly-Clark Corporation (NYSE:KMB)
today announced that the depositary for its tender offer for all
the outstanding common stock of I-Flow Corporation (NASDAQ:IFLO)
has advised that as of the expiration of the tender offer,
stockholders of I-Flow tendered approximately 22,407,901 shares,
representing approximately 90.8% of I-Flow's outstanding shares.
The tender offer expired at 5:00 p.m., New York City time, on
November 23, 2009 and was not extended. According to the terms of
the tender offer, all shares that were validly tendered have been
accepted for payment. Kimberly-Clark intends to complete the
acquisition of all remaining shares of I-Flow through a merger by
close of business today. In the merger, each of the remaining
shares of I-Flow common stock will be converted into the right to
receive $12.65 per share, in cash, without interest and less any
required withholding taxes, which is the same amount per share paid
in the tender offer. The offer was conducted through Boxer
Acquisition, Inc., a wholly owned subsidiary of Kimberly-Clark. As
a result of the purchase of the shares in the tender offer, Boxer
Acquisition has sufficient voting power to approve the merger
without the affirmative vote of any other I-Flow stockholder.
Following the completion of the merger, I-Flow will operate as part
of Kimberly-Clark Health Care, and I-Flow's common stock will no
longer list on NASDAQ. 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.
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, , Investors, Paul
Alexander, +1-972-281-1440, , both of Kimberly-Clark Web Site:
http://www.kimberly-clark.com/ http://www.iflo.com/
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