Kinetic Concepts, Inc. (NYSE: KCI)
today provided notice to holders of its 3.25 percent Convertible Senior Notes due 2015 (the “Notes”) in respect of the merger (the “Merger”) of Chiron Merger Sub, Inc., a Texas corporation (“Chiron Merger Sub”) and a wholly owned subsidiary of Chiron Holdings, Inc., a Delaware corporation (“Chiron”), with and into Kinetic Concepts, Inc., a Texas corporation (“KCI” or the “Company”) pursuant to an Agreement and Plan of Merger, dated as of July 12, 2011 (the “Merger Agreement”), by and among the Company, Chiron Merger Sub, and Chiron. The Company issued a press release publicly announcing the execution of the Merger Agreement on July 13, 2011, and included a copy of the press release as an exhibit to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on July 13, 2011. A copy of the Merger Agreement was included as an exhibit to the Company’s Current Report on Form 8-K, filed with the SEC on July 14, 2011. Copies of these filings are available on the SEC’s website at
The Merger, which was consummated today (the “Effective Date”), constitutes a Make-Whole Fundamental Change under the Indenture, dated as of April 21, 2008, governing the Notes (the “Indenture”). A copy of the Indenture was included as an exhibit to the Company’s Current Report on Form 8-K, filed with the SEC on April 22, 2008.
In accordance with the Indenture, the Notes will be convertible in connection with the Merger at the option of the holders from and after the Effective Date and will remain convertible until 5:00 p.m., New York City time, on the Business Day immediately prior to the Fundamental Change Purchase Date (as defined in the Indenture). The exact date of the Fundamental Change Purchase Date will be specified by the Company in a separate notice that will be delivered to holders of Notes no later than 20 days after the date hereof, and will be a date that is not less than 20 or more than 35 calendar days after the date of such notice.