May 3, 2011
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representing approximately 82.6 percent of Cardiogenesis' outstanding common stock, were validly tendered and not withdrawn in the tender offer.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
in cash, or
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
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
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.
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
. 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
for use in soft tissue repair and was recently approved in
for use in the repair of aortic dissections. CryoLife's BioFoam™ 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).