This Day On The Street
Continue to site
This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here

CryoLife Completes Tender Offer For 49.9 Percent Of The Outstanding Shares Of Cardiogenesis Corporation

ATLANTA and IRVINE, Calif., May 3, 2011 /PRNewswire/ -- CryoLife, Inc. (NYSE: CRY), an implantable biological medical device and cardiovascular tissue processing company, today announced the completion of its tender offer, through its wholly owned subsidiary CL Falcon, Inc., for 49.9 percent of the outstanding shares of Cardiogenesis Corporation ("Cardiogenesis") (OTCQB: CGCP).  The tender offer expired at 12:00 midnight, Eastern Time, at the end of the day on Monday, May 2, 2011.

Based on information provided by Computershare Inc., the depositary and paying agent for the tender offer, a total of 38,482,022  shares of Cardiogenesis' common stock, representing approximately 82.6 percent of Cardiogenesis' outstanding common stock, were validly tendered and not withdrawn in the tender offer.  In addition, there are 318,892 shares subject to guaranteed delivery.  Of those shares tendered, 23,221,166 shares of Cardiogenesis common stock, representing approximately 49.9 percent of Cardiogenesis' outstanding common stock, were acquired in the tender offer.  As of May 2, 2011, Cardiogenesis had 46,535,403 shares of common stock outstanding.  CryoLife will pay an aggregate of approximately $10,612,071 in cash, or $0.457 per share less applicable withholdings, for the shares acquired in the tender offer.

As previously announced, CryoLife is seeking to acquire not more than 49.9 percent of the outstanding Cardiogenesis shares.  As a result, the depositary will apply a to be determined proration factor, representing the percentage of each tendering shareholder's shares that will be accepted in the Offer.  The remaining shares will be returned to the shareholder.

CryoLife intends to acquire the remaining outstanding shares of Cardiogenesis through a merger.  The consideration in the merger will also be $0.457 per share, less applicable withholdings.  Cardiogenesis plans to hold a special meeting of Cardiogenesis shareholders the week of May 16, 2011 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.  Upon completion of the merger, CryoLife expects that the Cardiogenesis shares will cease to be quoted on the OTCQB market.

A more detailed description of the Cardiogenesis Board of Directors' recommendation regarding the merger can be found in the Solicitation/Recommendation Statement on Schedule 14D-9 prepared by Cardiogenesis, which was mailed to Cardiogenesis stockholders and which was filed with the Securities and Exchange Commission (SEC) on April 5, 2011.  

As a result of the successful completion of the tender offer, Cardiogenesis is canceling its previously scheduled investor conference call on May 4, 2011 at 5:00 p.m. Eastern time ( 2:00 p.m. Pacific time).  Cardiogenesis plans to timely file its quarterly report on Form 10-Q detailing its first quarter 2011 operating results.

About CryoLife

Founded in 1984, CryoLife, Inc. is a leader in the processing and distribution of implantable living human tissues for use in cardiac and vascular surgeries throughout the U.S. and Canada.  CryoLife's CryoValve® SG pulmonary heart valve, processed using CryoLife's proprietary SynerGraft® technology, has FDA 510(k) clearance for the replacement of diseased, damaged, malformed, or malfunctioning native or prosthetic pulmonary valves.  CryoLife's CryoPatch® SG pulmonary cardiac patch has FDA 510(k) clearance for the repair or reconstruction of the right ventricular outflow tract (RVOT), which is a surgery commonly performed in children with congenital heart defects, such as Tetralogy of Fallot, Truncus Arteriosus, and Pulmonary Atresia.  CryoPatch SG is distributed in three anatomic configurations: pulmonary hemi-artery, pulmonary trunk, and pulmonary branch.  CryoLife's BioGlue® Surgical Adhesive is FDA approved as an adjunct to sutures and staples for use in adult patients in open surgical repair of large vessels.  BioGlue is also CE marked in the European Community and approved in Canada and Australia for use in soft tissue repair and was recently approved in Japan for use in the repair of aortic dissections.  CryoLife's BioFoamâ„¢ Surgical Matrix is CE marked in the European Community for use as an adjunct in the sealing of abdominal parenchymal tissues (liver and spleen) when cessation of bleeding by ligature or other conventional methods is ineffective or impractical.  CryoLife distributes PerClot®, an absorbable powder hemostat, in the European Community.  

For additional information about CryoLife, visit CryoLife's website,

About Cardiogenesis Corporation

Cardiogenesis specializes in the treatment of cardiovascular disease and is a leader in devices that treat severe angina.  Its market leading YAG laser system and single use fiber-optic delivery systems are used to perform an FDA-cleared surgical procedure known as Transmyocardial Revascularization (TMR).

1 of 2

Check Out Our Best Services for Investors

Action Alerts PLUS

Portfolio Manager Jim Cramer and Director of Research Jack Mohr reveal their investment tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
Quant Ratings

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
Stocks Under $10

David Peltier uncovers low dollar stocks with serious upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
14-Days Free
Only $9.95
14-Days Free
Dividend Stock Advisor

David Peltier identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Updates with exact steps to take - BUY, HOLD, SELL
Trifecta Stocks

Every recommendation goes through 3 layers of intense scrutiny—quantitative, fundamental and technical analysis—to maximize profit potential and minimize risk.

Product Features:
  • Model Portfolio
  • Intra Day Trade alerts
  • Access to Quant Ratings
Real Money

More than 30 investing pros with skin in the game give you actionable insight and investment ideas.

Product Features:
  • Access to Jim Cramer's daily blog
  • Intraday commentary and news
  • Real-time trading forums
Only $49.95
14-Days Free
14-Days Free


Chart of I:DJI
DOW 17,719.92 -78.57 -0.44%
S&P 500 2,080.41 -9.70 -0.46%
NASDAQ 5,108.6660 -18.8590 -0.37%

Free Reports

Top Rated Stocks Top Rated Funds Top Rated ETFs