Micro Therapeutics, Inc. Announces Receipt of Exchange Offer Proposal From ev3 Inc.
October 10 2005 - 9:30AM
PR Newswire (US)
IRVINE, Calif., Oct. 10 /PRNewswire-FirstCall/ -- Micro
Therapeutics, Inc. (MTI) (NASDAQ:MTIX), an endovascular medical
device company focused on neurovascular disorders of the brain
associated with stroke, announced today that on Friday, October 7,
2005, its Board of Directors received a formal offer from ev3 Inc.
(NASDAQ:EVVV), MTI's majority stockholder, to purchase all of the
outstanding common stock of MTI not already owned by ev3 or its
affiliates in exchange for shares of ev3 common stock. ev3
currently owns 70.2% of outstanding shares of MTI. The Board of
Directors of MTI authorized its special independent committee,
consisting of two directors who are neither affiliated with ev3 nor
officers of MTI, to evaluate and negotiate the offer from ev3. The
special independent committee engaged Deutsche Bank Securities as
independent financial advisor and the law firm of Latham &
Watkins LLP as independent counsel to the committee to assist it in
its evaluation of the ev3 offer. Following preliminary
negotiations, the special independent committee informed ev3 that,
based on its analysis to date, it is prepared to recommend
acceptance of ev3's most recent offer to acquire the outstanding
common stock of MTI that it does not currently own in exchange for
a number of shares of ev3 common stock based on an exchange ratio
of .45797 of a share of ev3 common stock for each share of MTI
common stock, subject to satisfactory due diligence, final
agreement regarding the terms of the exchange offer and related
documentation and receipt of a formal fairness opinion from the
special independent committee's financial advisor. This price
represents a 33.0% premium over the closing price of MTI's common
stock on October 7, 2005, and a 35.6% and 38.2% premium,
respectively, over the average closing price for the five and
thirty days of trading ending on October 7, 2005. MTI expects this
process to have no material impact on its day-to-day business
operations. MTI does not intend to comment further at this time.
Interested parties are urged to read relevant documents filed by
MTI with the Securities and Exchange Commission (SEC) when such
documents become available because they will contain important
information regarding the exchange offer. Free copies of relevant
documents as filed by MTI (when and if available) and other
documents filed on the SEC's web site may be obtained at
http://www.sec.gov/. About Micro Therapeutics, Inc. Micro
Therapeutics develops, manufactures and markets minimally invasive
medical devices for the diagnosis and treatment of vascular
disease. The company is focused on catheter-based, or endovascular,
technologies for the minimally invasive treatment of neurovascular
disorders of the brain associated with stroke. MTI's products
include: the Tetris(R) and NXT(R) lines of embolic coils; the
Onyx(R) liquid embolic; and a range of access and delivery products
that includes micro delivery catheters, balloon catheters, and
guidewires. Statements contained in this press release that are not
historical information are forward-looking statements as defined
within the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially from those
projected or implied. Such potential risks and uncertainties
relate, but are not limited, to, the consummation of the proposed
exchange offer and its impact on the company's day to day
operations. More detailed information on these and additional
factors are described in the company's Forms 10-Q, 10-KSB, and
other reports, filed or to be filed with the SEC, copies of which
are available at the SEC's website, http://www.sec.gov/. Micro
Therapeutics urges all interested parties to read these reports to
gain a better understanding of the many business and other risks
that the company faces. Additionally, Micro Therapeutics undertakes
no obligation to publicly release the results of any revisions to
these forward-looking statements, which may be made to reflect
events or circumstances occurring after the date hereof or to
reflect the occurrence of unanticipated events. Contacts: Thomas C.
Wilder Micro Therapeutics, Inc. 949/837-3700 Rob Whetstone/Robert
Jaffe PondelWilkinson Inc. 310/279-5963 DATASOURCE: Micro
Therapeutics, Inc. CONTACT: Thomas C. Wilder of Micro Therapeutics,
Inc., +1-949-837-3700; or Rob Whetstone, or Robert Jaffe,
+1-310-279-5963, both of PondelWilkinson Inc. for Micro
Therapeutics, Inc. Web site: http://www.1mti.com/
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