(NYSE: TGX), a medical device company serving the surgical products and prostate cancer treatment markets, today announced that, based on ongoing discussions, the Company and Juniper Investment Company, LLC (“Juniper”) have agreed to extend the exclusivity period under the letter agreement dated May 12, 2013 in connection with Juniper’s proposal to acquire all of the Company’s outstanding common stock. The exclusivity period will now expire at 5:00 p.m. ET on June 18, 2013 unless, prior to such time, Juniper has provided to the Company drafts of equity and debt financing commitments in an amount sufficient to fund the proposed transaction, in which case the exclusivity period will be automatically extended until 5:00 p.m. ET on June 25, 2013.
Juniper has expressly reaffirmed its proposal to acquire all of the Company’s outstanding common stock for $2.25 to $2.30 per share in cash. In connection with the extension of exclusivity, Juniper’s proposal anticipates that any definitive merger agreement between the Company and Juniper would contain an appropriate “go shop” provision allowing the Company, for a period of 35 days (increased from the 30-day period in Juniper’s prior proposal) from the date of execution of a definitive merger agreement, to solicit interest from third parties in connection with an alternative business combination.
The proposed transaction remains subject to, among other things, satisfactory completion of Juniper’s due diligence review of the Company, the receipt of financing by Juniper and the negotiation and execution of a mutually acceptable definitive merger agreement containing customary terms and conditions.
No final decision has been made to engage in a merger transaction or similar business combination with Juniper or any other party. The Board continues to evaluate strategic alternatives, including Juniper’s proposal, consistent with its fiduciary duties to act in the best interest of the Company’s stockholders. There can be no assurance that any definitive merger agreement will be entered into or, if entered into, what the terms thereof will be, or that this or any other transaction will be approved or consummated. The Company does not intend to comment further regarding this proposal or its evaluation of strategic alternatives unless a specific transaction is recommended by the Board.