Merger deed relating to the cross-border merger of Sorin SpA with & into Livanova PLC executed & registered with th Companies...
12 Ottobre 2015 - 6:36PM
Annunci Borsa (Testo)
MERGER DEED RELATING TO THE CROSS-BORDER MERGER OF SORIN S.P.A.
WITH AND INTO LIVANOVA PLC EXECUTED AND REGISTERED WITH THE
COMPANIES REGISTER CROSS-BORDER MERGER TO BECOME EFFECTIVE AS FROM
OCTOBER 19, 2015 LIVANOVA PLC SHARES TO COMMENCE TRADING ON OCTOBER
19, 2015 ON THE NASDAQ GLOBAL MARKET AND THE LONDON STOCK
EXCHANGE
Milan, Italy, October 12, 2015 Sorin S.p.A. (MTA; Reuters Code:
SORN.MI) ("Sorin"), a global medical device company and a leader in
the treatment of cardiovascular diseases, announced that the merger
deed relating to the completion of the cross-border merger of Sorin
with and into its U.K. subsidiary, LivaNova PLC ("LivaNova") (the
"Sorin Merger") has been executed and registered today with the
Milan companies' register. The Sorin Merger will become effective
at 12:01 a.m. GMT on October 19, 2015. Thereafter, at 12:01 a.m.
EDT on October 19, 2015, the merger of Cypher Merger Sub Inc., a
U.S. subsidiary of LivaNova, with and into Cyberonics, Inc.
(NASDAQ: CYBX, "Cyberonics"), a medical device company with core
expertise in neuromodulation will also become effective (the
"Cyberonics Merger"). At the effective time of the Sorin Merger,
each outstanding Sorin share held by Sorin shareholders will be
converted into the right to receive 0.0472 ordinary shares of £1.00
nominal value each in the share capital of LivaNova, and at the
effective time of the Cyberonics Merger, each outstanding share of
Cyberonics common stock held by Cyberonics stockholders will be
converted into the right to receive 1 ordinary share of £1.00
nominal value each in the share capital of LivaNova. The shares of
LivaNova (Ticker Symbol: LIVN; ISIN code GB00BYMT0J19; CUSIP code:
G5509L101) will commence trading on the NASDAQ Global Market and
the main market of the London Stock Exchange at 9:30 a.m. EDT on
October 19, 2015. The last day of trading of Sorin shares on the
Mercato Telematico Azionario organized and managed by Borsa
Italiana (Italian Stock Exchange) and of Cyberonics shares on the
NASDAQ Global Market will be October 16, 2015. Upon the Sorin
Merger becoming effective, LivaNova shares will be initially issued
to Cede & Co. and centralized in the Depository Trust &
Clearing Corp. ("DTCC") in the participant account of Computershare
Trust Co. N.A. and credited in lieu of Sorin shares on the basis of
a valid election, by each shareholder, through its Monte Titoli
Participant, to receive their new LivaNova shares directly into
their designated DTC custodian account (for the Nasdaq listing) or
into their designated CREST Participant account (for the London
Stock Exchange listing). For Cyberonics stockholders, there will be
an exchange co-ordinated by Computershare, whereby Cyberonics
shares held in the accounts of intermediaries participating in the
clearing system managed by DTCC will be automatically replaced with
LivaNova shares. Given the exchange ratio of 0.0472 new ordinary
shares of LivaNova for every ordinary share of Sorin owned,
fractional entitlements of Sorin shareholders will be made by
payment in cash of the relevant fraction of LivaNova shares issued
pursuant to the Sorin Merger. The fractions will be settled on the
basis of the official price registered on the Italian Stock
Exchange for the ordinary shares of Sorin on October 16, 2015, the
last trading day of such ordinary shares before the effective date
of the Sorin Merger. LivaNova shall pay all commissions, transfer
taxes and other out-of-pocket transaction costs of, and
compensation to, the appointed exchange agent incurred in
connection with dealing with any such fractional share. Sorin and
LivaNova will charge no costs to Sorin shareholders in relation to
the allotment of LivaNova shares. 1
About Sorin Sorin (www.sorin.com) is a global, medical device
company and a leader in the treatment of cardiovascular diseases.
Sorin develops, manufactures, and markets medical technologies for
cardiac surgery and for the treatment of cardiac rhythm disorders.
With approximately 3,900 employees worldwide, Sorin focuses on two
major therapeutic areas: Cardiac Surgery (cardiopulmonary products
for open heart surgery and heart valve repair or replacement
products) and Cardiac Rhythm Management (pacemakers, defibrillators
and non invasive monitoring to diagnose and deliver anti-arrhythmia
therapies as well as cardiac resynchronization devices for heart
failure treatment). Every year, over one million patients are
treated with Sorin devices in more than 100 countries. Italian
CONSOB Regulation No. 11971 of May 14, 1999 Prior to the
extraordinary meeting of Sorin shareholders, Sorin has voluntarily
made available an information document pursuant to Article 70,
paragraph 6, of the CONSOB Regulation on Issuers (CONSOB Regulation
no. 11971 of May 14, 1999, as amended), in accordance with
applicable terms. Italian CONSOB Regulation No. 17221 of March 10,
2010 Pursuant to Article 6 of the CONSOB Regulation no. 17221 of
March 12, 2010 (as amended, the "CONSOB Regulation"), LivaNova is a
related party of Sorin, being a wholly owned subsidiary of Sorin.
The merger agreement providing for the terms and conditions of the
transaction, which exceeds the thresholds for "significant
transactions" pursuant to the CONSOB Regulation, was approved
unanimously by the board of directors of Sorin. The merger
agreement and the merger of Sorin into LivaNova are subject to the
exemption set forth in Article 14 of the CONSOB Regulation and
Article 13.1.(v) of the "Procedura per operazioni con parti
correlate" ("Procedures for transactions with related parties")
adopted by Sorin on October 26, 2010 and published on its website
(www.sorin.com). Pursuant to this exemption, Sorin has not and will
not publish an information document (documento informativo) for
related party transactions as provided by Article 5 of the CONSOB
Regulation. Safe harbor statement This press release contains
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended and Section 21E of the
Securities Exchange Act of 1934, as amended. These statements can
be identified by the use of forward-looking terminology, including
"may," "believe," "will," "expect," "anticipate," "estimate,"
"plan," "intend," "forecast," or other similar words. Statements
contained in this press release are based on information presently
available to Cyberonics, Sorin and LivaNova and assumptions that
the parties believe to be reasonable. Cyberonics, Sorin and
LivaNova are not assuming any duty to update this information if
those facts change or if the assumptions are no longer believed to
be reasonable. Investors are cautioned that all such statements
involve risks and uncertainties, including without limitation,
statements concerning conducting our special meeting of
stockholders and closing the proposed merger transactions involving
Cyberonics, Sorin and LivaNova. Important factors that may cause
actual results to differ include, but are not limited to: the
failure to obtain applicable regulatory or shareholder approvals in
a timely manner or otherwise, or the requirement to accept
conditions that could reduce the anticipated benefits of the
proposed transactions as a condition to obtaining regulatory
approvals; the failure to satisfy other closing conditions to the
proposed transactions; the length of time necessary to consummate
the proposed transactions, which may be longer than anticipated for
various reasons; risks that the new businesses will not be
integrated successfully or that the combined companies will not
realize estimated cost savings, value of certain tax assets,
synergies and growth, or that such benefits may take longer to
realize than expected; the inability of Cyberonics, Sorin and
LivaNova to meet expectations regarding the timing, completion and
accounting and tax treatments with respect to the proposed
transactions; risks relating to unanticipated costs of integration,
including operating costs, customer loss or business disruption
being greater than expected; reductions in customer spending, a
slowdown in customer payments and changes in customer demand for
products and services; unanticipated changes relating to
competitive factors in the industries in which the companies
operate; the ability to hire and retain key personnel; the
potential impact of announcement or consummation of the proposed
transactions on relationships with third parties, including
customers, employees and competitors; the ability to attract new
customers and retain existing customers in the manner anticipated;
reliance on and integration of information technology systems;
changes in legislation or governmental regulations affecting the
companies; international, national or local economic, social or
political conditions that could adversely affect the companies or
their customers; conditions in the credit markets; risks to the
industries in which Cyberonics, Sorin and LivaNova operate that are
described in the "Risk Factors" section of the Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and other documents filed
from time to time with the SEC by Cyberonics and LivaNova and the
analogous section from Sorin's annual reports and other documents
filed from time to time with the Italian financial market regulator
(CONSOB) by Sorin; risks associated with assumptions the parties
make in connection with the parties' critical
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accounting estimates and legal proceedings; the parties'
international operations, which are subject to the risks of
currency fluctuations and foreign exchange controls; and the
potential of international unrest, economic downturn or effects of
currencies, tax assessments, tax adjustments, anticipated tax
rates, raw material costs or availability, benefit or retirement
plan costs, or other regulatory compliance costs. The foregoing
list of factors is not exhaustive. You should carefully consider
the foregoing factors and the other risks and uncertainties that
affect the parties' businesses, including those described in
Cyberonics' Annual Report on Form 10-K, as amended from time to
time, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K
and other documents filed from time to time with the SEC by
Cyberonics and LivaNova and those described in Sorin's annual
reports, registration documents and other documents filed from time
to time with CONSOB by Sorin. Nothing in this press release is
intended, or is to be construed, as a profit forecast or to be
interpreted to mean that earnings per Sorin share or Cyberonics
share for the current or any future financial years or those of the
combined group, will necessarily match or exceed the historical
published earnings per Sorin share or Cyberonics share, as
applicable. None of Cyberonics, Sorin and LivaNova gives any
assurance (1) that any of Cyberonics, Sorin or LivaNova will
achieve its expectations, or (2) concerning any result or the
timing thereof, in each case, with respect to any regulatory
action, administrative proceedings, government investigations,
litigation, warning letters, consent decree, cost reductions,
business strategies, earnings or revenue trends or future financial
results.
Contact information
Investors Demetrio Mauro Chief Financial Officer Sorin Group Tel:
+39 02 69969 512 e-mail: investor.relations@sorin.com Media
Gabriele Mazzoletti Director, Corporate Communications Sorin Group
Tel: +39 02 69 96 97 85 Mobile: +39 348 979 22 01 e-mail:
corporate.communications@sorin.com Kal Goldberg Finsbury (New York)
Tel: +(1) 646-805-2000 e-mail: kal.goldberg@finsbury.com
Francesca Rambaudi Director, Investor Relations Sorin Group Tel:
+39 02 69969716 e-mail: investor.relations@sorin.com Edward
Simpkins Finsbury (London) Tel: +44 7958 421 519 e-mail:
edward.simpkins@finsbury.com
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