Bayer HealthCare Affiliate MEDRAD and Possis Medical Sign Definitive Merger Agreement
February 11 2008 - 7:31AM
Business Wire
Bayer HealthCare affiliate MEDRAD, Inc., Warrendale, PA and Possis
Medical, Inc., Minneapolis, MN, (Nasdaq:POSS), announced today that
they have entered into a definitive merger agreement pursuant to
which MEDRAD will acquire Possis Medical in a cash tender offer for
US-Dollar 19.50 per share, or a total equity value of approximately
US-Dollar 361 million. The offer price represents a premium of
approximately 39 percent over Possis Medical�s average closing
price for the thirty days prior to February 8, 2008. The board of
directors of Possis Medical has unanimously approved the
transaction and resolved to recommend the offer to their
shareholders. The transaction is structured as a tender offer,
which the parties have agreed to commence within the next ten
business days followed by a merger. Both the tender offer and the
merger are subject to terms and conditions detailed in the merger
agreement, including the tender of not less than two-thirds of the
outstanding shares of Possis Medical on a fully-diluted basis and
customary regulatory clearances. The tender offer is not subject to
a financing contingency. The tender is to be followed by a
second-step merger in which any untendered Possis Medical shares
would be converted into the right to receive the same price per
share as shareholders who tendered in the cash tender offer. The
tender offer is expected to close in the first quarter of 2008.
MEDRAD is a leading provider of contrast injection systems used to
diagnose cardiovascular and other diseases. Possis Medical is a
leading provider of mechanical thrombectomy devices used to treat
narrowed or blocked arteries and veins. The proposed combination of
MEDRAD and Possis Medical will join two leaders in their respective
fields, and underscores MEDRAD�s commitment to the treatment of
patients in the growing cardiovascular intervention field.
Cardiovascular disease remains one of the main causes of death and
disability in the United States and Europe and it is estimated that
in the United States alone, more than 80 million people are
affected by some form of cardiovascular disease. The combination of
the two highly compatible sales organizations and shared target
customer groups establishes a leading and expansive footprint in
the cardiovascular intervention field and empowers the combined
organization to offer a broader, more comprehensive suite of
products and an exceptional level of service to its customers.
MEDRAD�s broad and proven international distribution infrastructure
offers an exciting platform for the expansion of Possis Medical�s
product portfolio into attractive and largely underpenetrated
international markets. The combination of Possis Medical�s
thrombectomy platform and MEDRAD�s vascular injection systems
offers a highly complimentary focus on high pressure intravascular
fluid management and represents a broadened base for future
development of new and innovative applications. �This merger will
capitalize on both companies� strengths to deliver growth in our
current markets, and create a formidable cardiovascular portfolio
in the future,� said John P. Friel, MEDRAD President and CEO. �We
welcome Possis Medical as the cornerstone of MEDRAD�s
cardiovascular strategy. It is a truly compatible partnership in
terms of product performance, company growth and employee culture.�
�Our shared history of innovation bodes well for product
development beyond our core businesses, and provides tremendous
opportunity for growth for our business and employees. In addition,
MEDRAD will enable us to broaden our geographic reach without
adding infrastructure. We look forward to joining the Bayer and
MEDRAD organization,� said Possis Medical President and CEO Robert
G. Dutcher. Headquartered near Minneapolis, Minnesota, Possis
Medical posted revenues of $67 million and employed approximately
280 people for its fiscal year ending July 31, 2007. Premiering in
1997, Possis Medical�s AngioJet� Rheolytic� Thrombectomy System
remains the medical world's leading mechanical thrombectomy system.
Over 300,000 patients worldwide have been treated with AngioJet
therapy. Possis Medical recently launched the AngioJet Ultra
System, a new easier-to-use drive unit that has driven strong
revenue growth over the past four quarters. Conference Call Possis
Medical will host a conference call today, Monday, February 11,
2008, at 3:00 p.m. (CST). Bob Dutcher, Chairman & CEO, and
Jules Fisher, CFO, will discuss the proposed merger with Bayer
HealthCare Affiliate, MEDRAD. To join the conference call, dial
1-800-762-8932 (international 1-480-629-1990). A replay of the
conference call will be available beginning on February 12, 2008
for 30 days. To access the replay, dial 1-800-406-7325
(international 1-303-590-3030) and enter the access code 3844245.
For individual investors, a Webcast of the conference call will be
available at www.possis.com under the �Investors� tab, or at
www.fulldisclosure.com. Institutional investors can access the
Webcast through a password-protected site at www.streetevents.com.
An archived Webcast of Possis� conference call will be available
for 30 days, starting February 12, 2008. About MEDRAD MEDRAD, Inc.
is a worldwide leading provider of medical devices and services
that enable and enhance imaging procedures of the human body. Used
in diagnostic imaging, MEDRAD�s product offerings include a
comprehensive line of vascular injection systems, magnetic
resonance (MR) surface coils and patient care products, and
equipment services. Total 2006 revenues were US-Dollar 478 million.
MEDRAD is a 2003 recipient of the Malcolm Baldrige National Quality
Award, the top honor a U.S. company can receive for quality and
business excellence. The company�s world headquarters is near
Pittsburgh, Pennsylvania, in the United States. MEDRAD is an
affiliate of Bayer AG and employs over 1,700. More company
information is available at www.MEDRAD.com. About Possis Medical
Possis Medical develops, manufactures and markets pioneering
medical devices for the large and growing cardiovascular and
vascular treatment markets. The Company�s AngioJet System is the
world�s leading mechanical thrombectomy system with FDA approval to
remove large and small thrombus from coronary arteries, coronary
bypass grafts, peripheral arteries and veins, A-V grafts and native
fistulas. About Bayer HealthCare Bayer AG is a global enterprise
with core competencies in the fields of health care, nutrition and
high-tech materials. Its subgroup Bayer HealthCare is one of the
world�s leading, innovative companies in the healthcare and medical
products industry and is based in Leverkusen, Germany. The company
combines the global activities of the Animal Health, Consumer Care,
Diabetes Care, and Pharmaceuticals divisions. The Pharmaceuticals
division comprises the following business units: Women's
Healthcare, Diagnostic Imaging, Specialized Therapeutics,
Hematology/Cardiology, Primary Care, and Oncology. The company's
aim is to discover and manufacture products that will improve human
and animal health worldwide. The products enhance well being and
quality of life by diagnosing, preventing and treating diseases.
Cautionary statement regarding forward-looking statements Certain
statements in this press release that are neither reported
financial results nor other historical information are
forward-looking statements, including but not limited to,
statements that are predictions of or indicate future events,
trends, plans or objectives. These forward-looking statements speak
only as of the date on which they are made, and we undertake no
obligation to update or revise any forward-looking statements.
These forward-looking statements are subject to risks and
uncertainties that may cause actual results to differ materially
from those contained in the statements, including the following:
(a) the occurrence of any event, change or other circumstance that
could give rise to the termination of the definitive merger
agreement; (b) the inability to complete or delay the transaction
due to the failure to receive required regulatory or other
approvals or to satisfy other conditions to the transaction; and
(c) the risk that the proposed transaction disrupts current plans
and operations. Additional Information The tender offer described
in this press release has not yet commenced, and this press release
is neither an offer to purchase nor a solicitation of an offer to
sell Possis Medical common stock. Investors and security holders
are urged to read both the tender offer statement and the
solicitation/recommendation statement regarding the tender offer
described in this press release when they become available because
they will contain important information, including the terms of and
conditions to the tender offer. The tender offer statement will be
filed by Phoenix Acquisition Corp., a wholly-owned subsidiary of
MEDRAD, with the Securities and Exchange commission (�SEC�) and the
solicitation/recommendation statement will be filed by Possis
Medical with the SEC. Investors and security holders may obtain a
free copy of these statements (when available) and other documents
filed by MEDRAD or Possis Medical with the SEC at the website
maintained by the SEC at www.sec.gov. The tender offer statement
and related materials, solicitation/recommendation statement, and
such other documents may be obtained for free by directing such
requests to Investor Relations of Possis Medical, Inc., 9055
Evergreen Boulevard, Minneapolis, Minnesota, MN 55433-8603.
Possis Medical (MM) (NASDAQ:POSS)
Historical Stock Chart
From Sep 2024 to Oct 2024
Possis Medical (MM) (NASDAQ:POSS)
Historical Stock Chart
From Oct 2023 to Oct 2024