Micrus Announces Stockholder Approval of Merger Agreement with Johnson & Johnson
September 14 2010 - 6:01PM
Business Wire
Micrus Endovascular Corporation (NASDAQ: MEND) announced
today that its stockholders approved a proposal to adopt the merger
agreement which provides that Micrus is to become a wholly-owned
subsidiary of Johnson & Johnson (NYSE: JNJ), among other
business, at its 2010 annual meeting of stockholders. Approximately
99 percent of the votes cast – representing nearly 71 percent of
Micrus Endovascular’s shares outstanding – voted to adopt the
merger agreement.
In addition, Micrus Endovascular’s stockholders voted in favor
of all proposals presented at the annual meeting, including the
re-election of the two members of Micrus Endovascular’s board of
directors who were up for re-election.
The consummation of the merger remains subject to the
satisfaction or waiver of certain closing conditions set forth in
the merger agreement and discussed in detail in the Definitive
Proxy Statement on Schedule 14A filed with the Securities and
Exchange Commission by Micrus Endovascular on August 13, 2010. The
companies expect to complete the merger during the second half of
2010.
Upon completion of the merger, Micrus Endovascular will become a
wholly-owned subsidiary of Johnson & Johnson and each share of
common stock of Micrus Endovascular will be converted into the
right to receive $23.40 in cash.
About Micrus Endovascular
Micrus Endovascular develops, manufactures and markets
implantable and disposable medical devices for use in the treatment
of cerebral vascular diseases. Micrus Endovascular products are
used by interventional neuroradiologists, interventional
neurologists and endovascularly trained neurosurgeons to treat both
cerebral aneurysms responsible for hemorrhagic stroke and
intracranial atherosclerosis, which may lead to ischemic stroke.
Hemorrhagic and ischemic stroke are both significant causes of
death and disability worldwide. The Micrus Endovascular product
lines enable physicians to gain access to the brain in a minimally
invasive manner through the vessels of the arterial system. Micrus
Endovascular's proprietary, three-dimensional microcoils
anatomically deploy within the aneurysm, forming a scaffold that
conforms to a wide diversity of aneurysm shapes and sizes. Micrus
Endovascular also sells stents, balloon catheters, access devices
such as guide catheters, microcatheters, guidewires and accessory
products used in conjunction with its microcoils. For more
information, visit www.micruscorp.com.
Forward-Looking Statements
This press release includes "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995
that are subject to risks, uncertainties and other factors,
including the risk that the acquisition of Micrus Endovascular will
not be consummated, as the transaction is subject to certain
closing conditions. All statements other than statements of
historical fact are statements that could be deemed forward-looking
statements, including statements regarding the expected timing of
the completion of the transaction; the ability to complete the
transaction considering the various closing conditions; any
projections of earnings, revenues or other financial items; any
statements of the plans, strategies and objectives of management
for future operations; any statements regarding product
development, product extensions, product integration or product
marketing; any statements of expectation or belief; any statements
regarding general industry conditions and competition; any
statements regarding economic conditions, such as interest rate and
currency exchange rate fluctuations; any statements regarding the
technological advances and patents attained by competitors; any
statements on domestic and foreign health care reforms and
governmental laws and regulations; and any statements on trends
toward health care cost containment and any statements of
assumptions underlying any of the foregoing. These risks,
uncertainties and other factors, and the general risks associated
with the business of Micrus Endovascular described in the reports
and other documents filed by it with the Securities and Exchange
Commission (the "SEC") could cause actual results to differ
materially from those referred to in the forward-looking
statements. The reader is cautioned not to rely on these
forward-looking statements. All forward-looking statements are
based on information currently available to Micrus Endovascular and
are qualified in their entirety by this cautionary statement.
Micrus Endovascular does not assume any obligation to update any
such forward-looking statements or other statements included in
this press release.
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