Analogic Stockholders Approve Acquisition by an Affiliate of Altaris Capital Partners
21 Giugno 2018 - 5:30PM
Analogic Corporation (Nasdaq:ALOG) (“the Company” or “Analogic”), a
provider of leading-edge healthcare and security solutions, today
announced that its stockholders have approved the previously
announced merger agreement under which an affiliate of Altaris
Capital Partners, LLC (together with certain affiliated entities,
“Altaris”) will acquire all of the outstanding shares of Analogic
for $84.00 per share in cash, or approximately $1.1 billion on a
fully diluted basis. The approval of the stockholders of Analogic
was a condition to the closing of the merger agreement, which has
now been satisfied.
Of the votes cast at Analogic’s special meeting held on June 21,
2018, 97.66% voted in favor of the merger agreement, which equates
to 79.44% of all outstanding shares.
The transaction is expected to close on June 22, 2018. As
previously announced, Analogic was granted early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, in connection with the pending
transaction. Upon the completion of the transaction, Analogic will
become a privately held company and shares of Analogic’s common
stock will no longer be listed on any public market.
Forward-Looking Statements
Statements in this press release regarding the proposed
transaction between Altaris and Analogic, the expected timetable
for completing the transaction, future financial and operating
results, benefits and synergies of the transaction, future
opportunities for the combined company and any other statements
about future expectations, plans, and prospects for the Company,
including statements containing the words “believes,”
“anticipates,” “plans,” “expects,” and similar expressions,
constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Actual results
may differ materially from those indicated by such forward-looking
statements as a result of various important factors, including the
risk that the proposed merger may not be completed in a timely
manner, or at all, which may adversely affect Analogic’s business
and the price of its common stock; the failure to satisfy all of
the closing conditions of the proposed merger; the occurrence of
any event, change or other circumstance that could give rise to the
termination of the merger agreement; the effect of the announcement
or pendency of the proposed merger on Analogic’s business,
operating results, and relationships with customers, suppliers,
competitors and others; risks that the proposed merger may disrupt
Analogic’s current plans and business operations; potential
difficulties retaining employees as a result of the proposed
merger; risks related to the diverting of management’s attention
from Analogic’s ongoing business operations; the outcome of any
legal proceedings that may be instituted against Analogic related
to the merger agreement or the proposed merger; risks relating to
product development and commercialization, limited demand for the
Company’s products, or the limited number of customers for such
products; risks associated with competition; uncertainties
associated with regulatory agency approvals; competitive pricing
pressures; downturns in the economy; the risk of potential
intellectual property litigation; acquisition related risks; and
other factors discussed in our most recent quarterly and annual
reports filed with the SEC. In addition, the forward-looking
statements included in this press release represent the Company’s
views as of the date of this document. While the Company
anticipates that subsequent events and developments will cause the
Company’s views to change, the Company specifically disclaims any
obligation to update these forward-looking statements. These
forward-looking statements should not be relied upon as
representing the Company’s views as of any later date.
About Analogic
Analogic provides leading-edge healthcare and security
technology solutions to advance the practice of medicine and save
lives. Analogic is recognized around the world for advanced imaging
and real-time guidance technologies used for disease diagnosis and
treatment as well as for automated threat detection. Analogic’s
market-leading ultrasound systems, led by its flagship BK
Ultrasound brand, used in procedure-driven markets such as urology,
surgery, and point-of-care, are sold to clinical practitioners
around the world. Analogic’s advanced imaging technologies are also
used in computed tomography (CT), magnetic resonance imaging (MRI),
and digital mammography systems, as well as automated threat
detection systems for aviation security. Analogic is headquartered
just north of Boston, Massachusetts. For more information, visit
www.analogic.com.
Analogic and the globe logo are registered trademarks of
Analogic Corporation.
For Further Information:
Investor and Media Contact:Mark NamaroffSr.
Director of Investor Relations and Corporate Communications (978)
326-4058investorrelations@analogic.com
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