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April 5, 2011 /PRNewswire/ -- CryoLife, Inc. (NYSE:CRY), an implantable biological medical device and cardiovascular tissue processing company, announced today that it, through its wholly-owned subsidiary CL Falcon, Inc., has commenced a cash tender offer for all outstanding shares of Cardiogenesis Corporation (OTCQB: CGCP) common stock.
The tender offer is being made pursuant to the previously announced definitive Agreement and Plan of Merger dated
March 28, 2011. Subject to the terms and conditions of the tender offer, Cardiogenesis stockholders who validly tender their shares may elect to receive, for each share of Cardiogenesis common stock they tender in the tender offer,
$0.457 in cash, without interest and less any required withholding taxes. The Board of Directors of Cardiogenesis has unanimously determined that the tender offer and the other transactions contemplated by the merger agreement are fair to and in the best interests of the Cardiogenesis shareholders, and has unanimously recommended that Cardiogenesis stockholders tender their shares into the tender offer.
The tender offer is scheduled to expire at 12:00 midnight (one minute after
New York City time, on the evening of
May 2, 2011, unless extended. The tender offer is not subject to a financing condition and is subject to certain conditions described in the tender offer statement that will be filed today with the U.S. Securities and Exchange Commission, a copy of which will be mailed to Cardiogenesis stockholders, including the requirement that there shall have been validly tendered and not withdrawn a number of Cardiogenesis shares that, together with the shares, if any, owned by CryoLife or any of its subsidiaries, represent at least a majority of the outstanding Cardiogenesis shares on a fully diluted basis.
Any Cardiogenesis stockholders who have not sold their shares in the tender offer will have certain dissenters' rights with respect to the merger under the applicable provisions of the California Corporations Code, if those rights are perfected.