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April 15, 2011 /PRNewswire/ -- CryoLife, Inc. (NYSE: CRY), an implantable biological medical device and cardiovascular tissue processing company, today announced it has amended its tender offer related to its proposed acquisition of Cardiogenesis Corporation ("Cardiogenesis") to acquire only 49.9 percent of the outstanding shares of Cardiogenesis.
April 14, 2011, Cardiogenesis, CryoLife and CryoLife's wholly-owned subsidiary, CL Falcon, Inc., entered into an Amended and Restated Merger Agreement ("Agreement"). Pursuant to the Agreement, the tender offer has been revised to provide that CL Falcon, Inc. is offering to acquire only 49.9 percent of the outstanding shares of Cardiogenesis' common stock. If more than 49.9 percent of the outstanding shares are tendered, CL Falcon, Inc. will purchase shares from the tendering shareholders on a prorated basis, as described in tender offer documents filed with the Securities and Exchange Commission ("SEC"). As a result of the Agreement, the Top-Up Option has been removed from the terms of the Offer and will no longer be effective. The tender offer remains scheduled to expire at 12:00 midnight (one minute after
New York City time, on the evening of
May 2, 2011, unless extended.
Assuming that CryoLife acquires 49.9 percent of the outstanding shares of Cardiogenesis in the tender offer, Cardiogenesis will hold a special meeting of Cardiogenesis shareholders as soon as practical after the completion of the tender offer to vote on the proposed merger. If more than 50 percent of the outstanding shares of Cardiogenesis, including those shares acquired by CryoLife in the tender offer, vote in favor of the merger, CryoLife and Cardiogenesis will move to complete the merger as soon as possible after the special meeting of Cardiogenesis shareholders. Assuming CryoLife successfully acquires 49.9 percent of Cardiogenesis' outstanding shares in the tender offer, CryoLife expects that the shares acquired in the tender offer together with shares held by the officers and directors of Cardiogenesis that are subject to a support agreement that requires them to be voted in favor of the merger will be sufficient to assure approval of the merger.