ATLANTA and IRVINE, Calif., May 6, 2011 /PRNewswire/ -- CryoLife, Inc. (NYSE: CRY), an implantable biological medical device and cardiovascular tissue processing company, today announced the final results of its tender offer, including proration results, 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 38,788,414 shares of Cardiogenesis' common stock, representing approximately 83.4 percent of Cardiogenesis' outstanding common stock, were validly tendered and not withdrawn in the tender offer. Of those shares tendered, 23,221,166 shares of Cardiogenesis common stock, representing approximately 49.9 percent of Cardiogenesis' outstanding common stock, were acquired at $0.457 per share in the tender offer, less applicable withholdings. The final proration factor for the tender offer was approximately 59.9 percent. The depositary for the tender offer, Computershare, Inc., has paid for the shares accepted for purchase and will promptly return all other shares tendered and not accepted for purchase. Immediately after consummation of the tender offer, based on information provided by Computershare, approximately 46,535,403 shares of Cardiogenesis' common stock were issued and outstanding. Investor questions concerning the tender offer may be directed to the information agent, Georgeson, at (800) 676-0098.
As a result of the successful completion of the tender offer, Cardiogenesis has scheduled a special meeting of shareholders to consider and vote upon the proposed merger between Cardiogenesis and CryoLife. Cardiogenesis' common shareholders of record at the close of business on May 4, 2011 will be entitled to notice of, and to vote at, the special meeting, which is scheduled to be held on Monday, May 16, 2011 at 8:30 a.m. Pacific Time. Subject to receipt of shareholder approval and satisfaction or waiver of the other closing conditions, the anticipated effective date of the merger is May 17, 2011.
If the merger is approved as anticipated, CryoLife will acquire the remaining outstanding shares of Cardiogenesis. The consideration in the merger will also be $0.457 per share, less applicable withholdings. Upon completion of the merger, CryoLife expects that 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, as amended, which has been filed with the Securities and Exchange Commission (SEC).
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