KCI Commences Tender Offer for All Outstanding Shares of LifeCell Corporation for $51.00 per Share in Cash
21 Abril 2008 - 10:27AM
Business Wire
Kinetic Concepts, Inc. (NYSE: KCI) and LifeCell Corporation
(Nasdaq: LIFC) today announced the commencement of the tender offer
by Leopard Acquisition Sub, Inc., a wholly-owned subsidiary of
Kinetic Concepts, Inc., for all outstanding shares of LifeCell
common stock at a price of $51.00 per share, net to the seller in
cash. The tender offer is being made pursuant to an Offer to
Purchase, dated April 21, 2008, in connection with the Agreement
and Plan of Merger, which is dated and was previously announced on
April 7, 2008. The tender offer is scheduled to expire at 12:00
midnight, New York City Time, on May 16, 2008, unless the tender
offer is extended. Following the completion of the tender offer,
KCI expects to consummate a merger pursuant to which any remaining
LifeCell shares not purchased in the tender offer will be acquired
for the same cash price per share as paid in the tender offer. The
obligation to accept for payment and pay for the shares of common
stock of LifeCell tendered in the tender offer is subject to
customary conditions, including, among other things: the tender of
a majority of the total number of outstanding shares of LifeCell
common stock (calculated on a fully diluted basis), the expiration
or termination of any waiting period (and any extensions thereof)
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended and completion of financing pursuant to the terms of an
executed commitment letter among Kinetic Concepts, Inc. and the
lenders party thereto, dated April 7, 2008 (or an alternative
financing on substantially similar terms). The complete terms and
conditions of the tender offer are set out in the tender offer
statement (including the Offer to Purchase, Letter of Transmittal
and other related tender offer materials), which was filed today by
Kinetic Concepts, Inc. with the U.S. Securities and Exchange
Commission. LifeCell has also filed today a solicitation/
recommendation statement with respect to the offer on Schedule
14D-9. LifeCell stockholders and other investors should read these
materials carefully because they contain important information,
including the terms and conditions of the offer. LifeCell
shareholders and other investors may obtain copies of these
documents free of charge at the SEC�s web site (www.sec.gov); or
from The Laurel Hill Advisory Group, the information agent for the
offer, toll-free at (888) 742-1305. Additional information
regarding the tender offer may be obtained from J.P. Morgan
Securities Inc., the dealer manager for the offer, toll-free at
(877) 371-5947. Securities Law Disclosure This press release is
neither an offer to purchase nor a solicitation of an offer to sell
securities. The tender offer is being made pursuant to a tender
offer statement and related materials. LifeCell�s stockholders are
advised to read the tender offer statement and related materials,
as filed by Kinetic Concepts, Inc. with the U.S. Securities and
Exchange Commission (the �SEC�). The tender offer statement
(including the Offer to Purchase, letter of transmittal and related
tender offer documents) filed by Kinetic Concepts, Inc. with the
SEC and the solicitation/ recommendation statement with respect to
the offer on Schedule 14D-9 filed by LifeCell with the SEC contain
important information which should be read carefully before any
decision is made with respect to the tender offer. The tender offer
statement and the solicitation/recommendation statement will be
mailed to all LifeCell stockholders of record. Forward Looking
Statements This communication contains forward-looking statements,
which may be identified by words such as �believes�, �expects�,
�anticipates�, �estimates�, �projects�, �intends�, �should�,
�seeks�, �future�, �continue�, or the negative of such terms, or
other comparable terminology. Forward-looking statements are
subject to risks, uncertainties, assumptions and other factors that
are difficult to predict and that could cause actual results to
vary materially from those expressed in or indicated by them,
including the risk that the tender offer may not be completed or
the merger may not be consummated for various reasons, including
the failure to satisfy the conditions precedent to the completion
of the acquisition. Additional risks and factors are identified in
KCI�s and LifeCell�s filings with the U.S. Securities Exchange
Commission (the �SEC�), including their respective Annual Reports
on Form 10-K for the fiscal year ending December 31, 2007, which
are available on the SEC�s website at http://www.sec.gov. The
information contained in this press release is as of April 21,
2008. Except as required by law, neither KCI nor LifeCell undertake
any obligation to revise or update any forward-looking statement,
or to make any other forward-looking statements, whether as a
result of new information, future events or otherwise.
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