Will my benefits at Surmodics change?
There are no immediate changes while we continue to work toward closing, except that the Employee Stock Purchase Plan (ESPP) has been frozen during the
pendency of the merger.
Since Surmodics will cease to be a publicly traded company upon completion of the merger, the ESPP and our equity incentive plans
will terminate at that time.
After the closing and consistent with our historical benefits offering, Surmodics will continue to offer a competitive
benefit package even though the details may change over time. GTCR has also committed in the merger agreement that, for at least one year after closing, certain employment terms for current employees who remain with Surmodics, including wages, cash
bonus opportunity and some benefits, will be no less favorable than those currently provided.
I was contacted by a member of the media, what should I
do?
Consistent with our current policy, if you are contacted by a member of the media, the best response would be “I am not authorized to speak
on behalf of the Company but can connect you with the appropriate team members” and refer them to Tim Arens, CFO for Surmodics, by providing Tim’s email address (tarens@surmodics.com).
Will we continue to invest in R&D activities and expand our proprietary medical device offerings?
For now, it remains business as usual. Our current commercial products have demonstrated success and market-leadership capability. The acquisition of Surmodics
by GTCR at a premium is a sign of interest and confidence in the potential of our business. As GTCR gains experience and understanding of the potential of our R&D pipeline, they will evaluate the products and programs that will have the greatest
opportunity to build future value.
What will happen to my stock that I have in Surmodics?
The acquisition transaction is subject to customary closing conditions and required regulatory approvals and is expected to close in the second half of the
calendar year. Once the acquisition is completed, Surmodics will be a private company wholly owned by GTCR entities. Any equity interests you previously held will be treated as follows at the effective time of the merger:
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Restricted stock – cancelled in exchange for a lump-sum cash
payment at the $43.00 per share merger price, which will be paid net of tax withholdings through payroll promptly following the closing. |
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Stock Options – cancelled in exchange for a lump-sum cash
payment equal to the amount, if any, by which the $43.00 per share merger price exceeds the exercise price of each share underlying such option, which will be paid net of tax withholdings through payroll promptly following the closing. This means
that “underwater” options (those with a strike price above $43.00) will be cancelled without any payment. |
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Outstanding stock – will be cancelled in exchange for $43.00 per share, subject to completion by you
or your broker of a letter of transmittal or other procedures. |
Note the treatment above applies to awards that are outstanding at the
time the merger closes. This means, for example, that unvested equity awards are still subject to forfeiture if you resign prior to closing.
What will
be my new salary and bonus with the new company?
GTCR has committed in the merger agreement that, for at least one year after closing, base wages and
cash bonus opportunity for current employees who remain with Surmodics will be no less favorable than those currently provided.
What happens next?
The acquisition transaction is subject to customary closing conditions and required regulatory approvals and is expected to close by the end of the
calendar year. The Surmodics senior leadership team will closely monitor the progress and will provide updates as appropriate, however the majority of the upcoming months will be waiting for the required shareholder and regulatory approvals.
