AUSTIN, Texas, May 5 /PRNewswire-FirstCall/ -- HealthTronics,
Inc. (Nasdaq: HTRN), a leading provider of urological products and
services, today announced that it has signed a definitive merger
agreement with Endo Pharmaceuticals (Nasdaq: ENDP) pursuant to
which Endo will acquire HealthTronics. Under the terms of the
merger agreement, Endo will commence an all cash tender offer to
acquire all of the outstanding shares of HealthTronics common stock
for approximately $223 million or
$4.85 cash per HealthTronics share
plus the assumption of debt. The transaction has been
approved by the boards of directors of both companies.
HealthTronics President and CEO James
S.B. Whittenburg stated, "We believe this transaction will
achieve significant value for our shareholders and going forward
enables us to expand our offerings as a leading provider of
urological products and services. Together with Endo we will
be better positioned to fulfill our mission of bringing services
and technologies that both improve patient care and enhance
physician practice economics, thus enhancing the value of the
channel HealthTronics has established with leading urologists."
Dave Holveck, President and CEO
of Endo commented, "Beyond diversifying our revenue base, the
acquisition of HealthTronics will further position Endo as a
preferred healthcare provider of multiple medical solutions and
delivery mechanisms that help improve patient outcomes in the field
of Urology. This strategic acquisition will elevate Endo
from a pharmaceutical company to a diversified partner to
physicians and payers in the treatment and diagnosis of urological
and pain-related conditions. We believe this deal will also
enhance our ability to deliver long-term, sustainable growth for
our shareholders in an evolving healthcare environment."
Transaction Summary
Under the terms of the merger agreement, Endo will commence a
tender offer to purchase all outstanding shares of HealthTronics
common stock for payment of $4.85 in
cash for each share of HealthTronics common stock tendered.
The tender offer is expected to commence within 10 business
days and will remain open until July 1,
2010, subject to extension under certain circumstances.
The consummation of the tender offer is conditioned on the
tender of a majority of outstanding HealthTronics shares on a fully
diluted basis and other customary closing conditions. The tender
offer is not subject to a financing condition.
Following completion of the tender offer, a wholly-owned
subsidiary of Endo will merge into HealthTronics and the
HealthTronics shares not acquired in the tender offer will convert
into the right to receive the same consideration as paid in the
tender offer.
In addition, Mr. Whittenburg and other key HealthTronics
executives have entered into new employment agreements, to be
effective upon closing of the offer, providing for their continued
employment with the combined company following the transaction.
Conference Call and Webcast Information
Endo's management team, along with Mr. Whittenburg, will host a
conference call and audio Webcast on Wednesday, May 5 at 5:30
p.m. EDT to discuss this transaction. Interested parties may
call 866-783-2141 (domestic) or 857-350-1600 (international) and
enter code 17184946. Please dial in 15 minutes prior to the
scheduled start time. A replay of the call will be available until
11:59 p.m. EDT on May 19 by dialing 888-286-8010 (domestic) or
617-801-6888 (international), passcode 90830373. If you are
unable to listen live, the conference call will be archived on the
HealthTronics website.
May 10, 2010 Conference Call
Cancelled
In light of today's announcement, HealthTronics has decided to
cancel its first quarter conference call scheduled for May 10, 2010. HealthTronics will issue its
financial results and file its Form 10-Q for the first quarter
ended March 31, 2010 on May 10, 2010.
Advisors
Lazard Middle Market acted as
financial advisor and Jackson Walker
L.L.P. acted as legal advisor to HealthTronics for this
transaction.
About HealthTronics
HealthTronics, Inc. is a premier urology company providing an
exclusive suite of healthcare services and technology, including
urologist partnership opportunities, surgical and capital
equipment, maintenance services and anatomical pathology services.
The company's product portfolio includes a full line of
urology equipment and products, including lithotripters, surgical
lasers for treatment of BPH, and anatomical pathology services.
As a service provider, HealthTronics offers the latest
technology in lithotripsy services and prostate therapy services,
including BPH treatments and prostate cancer treatments. For
more information, visit www.HealthTronics.com.
About Endo
Endo Pharmaceuticals is a specialty pharmaceutical company
engaged in the research, development, sale and marketing of branded
and generic prescription pharmaceuticals used to treat and manage
pain, bladder cancer, prostate cancer and the early onset of
puberty in children, or central precocious puberty (CPP). Its
products include LIDODERM®, a topical patch to relieve the pain of
postherpetic neuralgia; Percocet® and Percodan® tablets for the
relief of moderate-to-moderately severe pain; FROVA® tablets for
the acute treatment of migraine attacks with or without aura in
adults; OPANA® tablets for the relief of moderate-to-severe acute
pain where the use of an opioid is appropriate; OPANA® ER tablets
for the relief of moderate-to-severe pain in patients requiring
continuous, around-the-clock opioid treatment for an extended
period of time; Voltaren® Gel, which is owned and licensed by
Novartis AG, a nonsteroidal anti-inflammatory drug indicated for
the relief of the pain of osteoarthritis of joints amenable to
topical treatment, such as those of the hands and the knees;
VANTAS® for the palliative treatment of advanced prostate cancer;
SUPPRELIN® LA for the treatment of early onset puberty in children;
and VALSTAR™ for the treatment of BCG-refractory carcinoma in
situ (CIS) of the urinary bladder in patients for whom
immediate cystectomy would be associated with unacceptable medical
risks. The company markets its branded pharmaceutical products to
physicians in pain management, urology, endocrinology, oncology,
neurology, surgery and primary care. More information, including
this and past press releases of Endo Pharmaceuticals, is available
at www.Endo.com.
Forward Looking Statements
Cautionary Language: Statements made in this press release that
are not strictly historical, including statements regarding plans,
objectives and future financial performance, are "forward-looking"
statements. Although HealthTronics believes that the expectations
reflected in such forward-looking statements are reasonable, no
assurance can be given that the expectations will prove to be
correct. Factors that could cause actual results to differ
materially from those expressed or implied in the forward-looking
statements include, among others, the risk that the tender offer
and the merger will not close; the risk that HealthTronics'
business will be adversely impacted during the pendency of the
tender offer and the merger; the risk that demand for and
acceptance of HealthTronics' products or services may be reduced;
the risk of changes in governmental regulations; the impact of
economic conditions; the impact of competition and pricing; and
other factors described from time to time in HealthTronics'
periodic and current reports filed with the Securities and Exchange
Commission. There can be no assurance that the proposed
tender offer and merger will in fact be consummated. You
should not place undue reliance on these forward-looking
statements, which speak only as of the date of this communication.
Unless required by law, HealthTronics undertakes no
obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise.
Additional Information
The tender offer described in this release has not yet
commenced. At the time the tender offer is commenced, Endo will
file a tender offer statement on Schedule TO with the SEC.
Investors and HealthTronics shareholders are strongly advised to
read the tender offer statement (including an offer to purchase,
letter of transmittal and related tender offer documents) and the
related solicitation/recommendation statement on Schedule 14D-9
that will be filed by HealthTronics with the SEC, because they will
contain important information. These documents will be available at
no charge on the SEC's website at www.sec.gov once such documents
are filed with the SEC. A copy of the solicitation/recommendation
statement on Schedule 14D-9 (once it becomes available) may be
obtained free of charge from HealthTronics' website at
www.healthtronics.com or by directing a request to HealthTronics at
9825 Spectrum Drive, Building 3, Austin,
Texas 78717, Attn: Corporate Secretary. In addition, a
copy of the offer to purchase, letter of transmittal and certain
other related tender offer documents (once they become available)
may be obtained free of charge from Endo's website at www.endo.com
or by directing a request to Endo at www.endo.com, or Endo
Pharmaceuticals, 100 Endo Boulevard, Chadds Ford, PA 19317, Attn: Corporate
Secretary's Office.
SOURCE HealthTronics, Inc.