Endologix, Inc. and TriVascular Technologies, Inc. Announce Early Termination of Hart-Scott-Rodino Waiting Period in Connecti...
18 Noviembre 2015 - 3:01PM
Endologix, Inc. (Nasdaq:ELGX) and TriVascular Technologies, Inc.
(Nasdaq:TRIV) today announced that the U.S. Federal Trade
Commission and Department of Justice have granted early termination
of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 with respect to the proposed merger of
Endologix and TriVascular. The waiting period was scheduled to
expire on December 9, 2015.
As previously announced on October 26, 2015, Endologix and
TriVascular entered into a definitive merger agreement pursuant to
which Endologix and TriVascular would combine in a stock and cash
merger transaction. Termination of the HSR waiting period satisfies
one of the conditions to closing of the proposed transaction. The
closing of the transaction remains subject to other customary
closing conditions, including the effectiveness of Endologix's
Registration Statement on Form S-4, which was initially filed with
the U.S. Securities and Exchange Commission on November 17, 2015,
and the approval of TriVascular's stockholders. Subject to the
satisfaction of the other conditions to closing, Endologix and
TriVascular expect the transaction to close in the first quarter of
2016.
About Endologix, Inc.
Endologix, Inc. develops and manufactures minimally invasive
treatments for aortic disorders. Endologix's focus is endovascular
stent grafts for the treatment of abdominal aortic aneurysms (AAA).
AAA is a weakening of the wall of the aorta, the largest artery in
the body, resulting in a balloon-like enlargement. Once AAA
develops, it continues to enlarge and, if left untreated, becomes
increasingly susceptible to rupture. The overall patient mortality
rate for ruptured AAA is approximately 80%, making it a leading
cause of death in the United States. Additional information can be
found on Endologix's website at www.endologix.com.
About TriVascular Technologies, Inc.
TriVascular develops and commercializes innovative technologies
to significantly advance the minimally invasive treatment of
abdominal aortic aneurysms. TriVascular manufactures the Ovation®
Abdominal Stent Graft platform, the lowest profile FDA-approved
endovascular aortic repair (EVAR) system, which utilizes a novel,
polymer-based sealing mechanism. TriVascular is based in Santa
Rosa, California. Additional information can be found on
TriVascular's website at www.trivascular.com.
Forward-Looking Statements
This communication includes statements that may be
forward-looking statements. The words "believe," "expect,"
"anticipate," "project" and similar expressions, among others,
generally identify forward-looking statements. Endologix and
TriVascular caution that these forward-looking statements are
subject to risks and uncertainties that may cause actual results to
differ materially from those indicated in the forward-looking
statements. Such risks and uncertainties include, but are not
limited to, the likelihood that the transaction is consummated on a
timely basis or at all, including whether the conditions required
to complete the transaction will be met, realization of the
expected benefits of the transaction, competition from other
products, changes to laws and regulations applicable to our
industry, status of our ongoing clinical trials, clinical trial
results, decisions and the timing of decisions of regulatory
authorities regarding our products and potential future products,
risks relating to foreign currency fluctuations, and a variety of
other risks. Additional information about the factors that may
affect the companies' operations is set forth in Endologix's and
TriVascular's annual and periodic reports filed with the Securities
and Exchange Commission (the "SEC"). Neither Endologix nor
TriVascular undertakes any obligation to release publicly any
revisions to forward-looking statements as a result of subsequent
events or developments, except as required by law.
Additional Information and Where to Find It
This communication is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
shares of common stock of Endologix. In connection with the
proposed transaction, Endologix filed a Registration Statement on
Form S-4 (the "Form S-4") with the U.S. Securities and Exchange
Commission (the "SEC") on November 17, 2015. The Form S-4
contains a preliminary prospectus for the shares of Endologix
common stock to be issued as consideration in the proposed
transaction and a preliminary proxy statement for the solicitation
of votes of TriVascular stockholders to approve the proposed
transaction (the "Preliminary Proxy
Statement/Prospectus"). The Form S-4 is not complete and will
be further amended. This communication is not a substitute for
the Form S-4, the Preliminary Proxy Statement/Prospectus or any
other documents that Endologix or TriVascular may file with the SEC
or send to stockholders in connection with the proposed
transaction. THE PRELIMINARY PROXY STATEMENT/PROSPECTUS CONTAINS
IMPORTANT INFORMATION ABOUT ENDOLOGIX, TRIVASCULAR AND THE
TRANSACTIONS. TRIVASCULAR STOCKHOLDERS ARE URGED TO READ THE
PRELIMINARY PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT
HAVE BEEN FILED OR WILL BE FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY
DECISION REGARDING VOTING ON THE PROPOSED TRANSACTION.
In addition to the SEC filings made in connection with the
transaction, each of Endologix and TriVascular files annual,
quarterly and current reports and other information with the SEC.
Endologix's and TriVascular's filings with the SEC, including the
Form S-4 and the Preliminary Proxy Statement/Prospectus, are
available to the public free of charge at the website maintained by
the SEC at http://www.sec.gov. Copies of documents filed with the
SEC by TriVascular will be made available free of charge on
TriVascular's website at http://investors.trivascular.com. Copies
of documents filed with the SEC by Endologix will be made available
free of charge on Endologix's website at
http://investor.endologix.com.
Participants in the Solicitation
Endologix, TriVascular and their respective directors and
executive officers may be deemed to be participants in any
solicitation of proxies from TriVascular's stockholders in
connection with the proposed transaction. Information regarding
Endologix's directors and executive officers is available in its
proxy statement for its 2015 annual meeting of stockholders, which
was filed with the SEC on April 17, 2015; information regarding
TriVascular's directors and executive officers is available in its
proxy statement for its 2015 annual meeting of stockholders, which
was filed with the SEC on April 14, 2015. Other information
regarding the interests of such potential participants is contained
in the Preliminary Proxy Statement/Prospectus. You may obtain free
copies of these documents as described in the preceding
paragraph.
CONTACT: Endologix, Inc. Company Contact:
John McDermott, CEO
Vaseem Mahboob, CFO
(949) 595-7200
www.endologix.com
Endologix, Inc. Investor Contacts:
The Ruth Group
Nick Laudico (646) 536-7030
Zack Kubow (646) 536-7020
TriVascular Technologies, Inc. Company Contact:
Michael Kramer
Chief Financial Officer
707-543-8709
mkramer@trivascular.com
TriVascular Technologies, Inc. Investor Relations Contact:
Westwicke Partners
Jamar Ismail
415-513-1282
jamar.ismail@westwicke.com
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