Highlights:
Symmetry Surgical Inc. (NASDAQ:SSRG) (“Symmetry” or the “Company”),
today announced that it has entered into a definitive agreement to
be acquired with an equity value of $140.3 million by an affiliate
of RoundTable Healthcare Partners (“RoundTable”), an
operating-oriented private equity firm focused exclusively on the
healthcare industry. Under the terms of the agreement,
Symmetry shareholders will receive $13.10 in cash for each share of
Symmetry common stock, representing a 26% premium to the closing
price of the Company’s common stock on April 29, 2016. The
agreement was unanimously approved by Symmetry’s Board of
Directors.
“The sale of Symmetry to RoundTable will provide our
shareholders with immediate and substantial cash value, as well as
a compelling premium, and the Board has unanimously agreed that
this transaction is in the best interests of all our stakeholders,”
said Craig B. Reynolds, Chairman of Symmetry’s Board of
Directors.
The transaction is subject to customary closing conditions,
including approval by Symmetry’s shareholders and clearance under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended. RoundTable has committed equity and debt financing,
and there are no financing conditions associated with the
transaction. The merger agreement contains a customary no-shop
clause and a customary break-up fee. Upon completion of the
merger, the Company will cease to be a public company.
The transaction is expected to close in the late second or early
third calendar quarter of 2016.
In connection with the transaction, the Company will prepare a
proxy statement to be filed with the U.S. Securities and Exchange
Commission (“SEC”). Following any review by the SEC, a definitive
proxy statement will be mailed to shareholders of
Symmetry.
Thomas J. Sullivan, President and Chief Executive Officer of
Symmetry, and all senior management are expected to remain with the
Company following the closing of the transaction.
Financial ResultsRevenue for
the first quarter 2016 was $21.2 million, up 2.2% compared to $20.8
million in the first quarter 2015. The Company ended the quarter
with $11.2 million in cash and no debt, up from $8.1 million at the
beginning of the quarter.
Financial GuidanceDue to the anticipated
closing of the acquisition, the Company is suspending financial
guidance.
Conference CallSymmetry
Surgical will host a conference call to discuss the proposed
transaction at 8:00 a.m. ET on Tuesday, May 3, 2016. A live webcast
of the conference call will be available online from the investor
relations page of the Company’s corporate website at
www.symmetrysurgical.com. The dial-in numbers are (877) 419-3697
for domestic callers and (614) 610-1961 for international. The
reservation number for both is 4245861. After the live webcast, the
call will remain available on Symmetry Surgical’s website through
June 3, 2016. In addition, a telephonic replay of the call will be
available until May 10, 2016. The replay numbers are (855) 859-2056
for domestic callers (404) 537-3406 for international callers.
Please use reservation code 4245861.
AdvisorsIn connection with the transaction,
Stifel is serving as a financial advisor to Symmetry, and Ropes
& Gray LLP is serving as legal advisor to Symmetry.
About Symmetry Surgical Inc.Symmetry Surgical
is dedicated to developing and delivering high-quality, innovative
surgical instruments that meet clinicians' needs and improve
patients' lives. Our team collaborates with healthcare providers
around the world to provide medical devices that exceed our
customers' expectations and provide solutions for today's needs and
tomorrow's growth. Our rich and diverse history creates one of the
industry's most comprehensive surgical instrument portfolios, which
includes our well-known brands such as BOOKWALTER®, GREENBERG®,
OLSEN®, SYMMETRY®, SHARP KERRISON™, FLASH PAK®, CLASSIC®, CLASSIC
PLUS®, SECTO®, QUAD-LOCK®, RAPIDCLEAN®, MAGNAFREE®, MIDAS TOUCH®,
MICROSECT®, ULTRA INSTRUMENTS®, MULTIPAK®, ACCESS SURGICAL
INTERNATIONAL®, RILEY MEDICAL®, TRANSPAK®, OPTI-LENGTH®, THE ULTRA
SYSTEM®, BOOKWALTER ROTILT®, SYMMETRY ACCESS™, and VESOCCLUDE™.
Symmetry Surgical is headquartered in Nashville, TN. For more
information, please visit www.symmetrysurgical.com.
About RoundTable Healthcare PartnersRoundTable
Healthcare Partners, Lake Forest, IL, is an operating-oriented
private equity firm focused exclusively on the healthcare industry.
RoundTable partners with companies that can benefit from its
extensive industry relationships and proven operating and
transaction expertise. RoundTable has established a successful
track record of working with owner/founders, family companies,
management teams, entrepreneurs, and corporate partners who share a
vision and believe in the value creation potential of its
partnership model. RoundTable has raised $2.75 billion in committed
capital, including four equity funds totaling $2.15 billion and
three subordinated debt funds totaling $600 million.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTSThis press release includes forward-looking
statements. These forward-looking statements generally can be
identified by the use of words such as “anticipate,” “expect,”
“plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,”
“goal,” “project,” and other words of similar meaning.
Forward-looking statements in this press release include, but are
not limited to, statements about the benefits and effects of the
transaction, the expected timing of the completion of the
transaction, the amounts to be received by shareholders. Each
forward-looking statement contained in this press release is
subject to risks and uncertainties that could cause actual results
to differ materially from those expressed or implied by such
statement. Applicable risks and uncertainties include, among
others, uncertainties as to the timing of the transaction;
uncertainties as to whether Symmetry shareholders will approve the
transaction; the risk that competing offers will be made; the
possibility that various closing conditions for the transaction may
not be satisfied or waived, including that a governmental entity
may prohibit, delay or refuse to grant approval for the
consummation of the transaction, or the terms of such approval; the
effects of disruption from the transaction making it more difficult
to maintain relationships with employees, customers, vendors and
other business partners; the risk that shareholder litigation in
connection with the transaction may result in significant costs of
defense, indemnification and liability; other business effects,
including the effects of industry, economic or political conditions
outside of the parties’ control; operating costs and business
disruption following completion of the transaction, including
adverse effects on employee retention and on Symmetry’s business
relationships with third parties; transaction costs; and the risks
identified under the heading “Risk Factors” in Symmetry’s Annual
Report on Form 10-K, filed with the SEC on March 1, 2016, as well
as Symmetry’s subsequent Current Reports on Form 8-K and other
information filed by the Company with the SEC. Symmetry
cautions investors not to place considerable reliance on the
forward-looking statements contained in this press release.
You are encouraged to read Symmetry’s filings with the SEC,
available at www.sec.gov, for a discussion of these and other risks
and uncertainties. The forward-looking statements in this press
release speak only as of the date of this release, and Symmetry
undertakes no obligation to update or revise any of these
statements. Symmetry’s business is subject to substantial
risks and uncertainties, including those referenced above.
Investors, potential investors, and others should give careful
consideration to these risks and uncertainties.
IMPORTANT ADDITIONAL INFORMATION ABOUT THIS TRANSACTION
AND WHERE TO FIND IT In connection with the proposed
merger, the Company plans to file with the SEC a proxy statement
and other documents. The Company will make the proxy
statement available to its shareholders. Investors are
urged to read the proxy statement and other materials filed with
the SEC when they become available, because they will contain
important information about the Company and the proposed
transaction. The definitive proxy statement and other
documents filed by the Company with the SEC will be available free
of charge at the SEC’s website (www.sec.gov) and from the Company.
Requests for copies of the proxy statement and other documents
filed by the Company with the SEC may be made by contacting Zack
Kubow by phone at (646) 536-7020 or by email at
zbukow@theruthgroup.com.
The Company, its directors, executive officers and other persons
related to the Company may be deemed to be participants in the
solicitation of proxies from the Company’s shareholders in
connection with the proposed transaction. Information about the
directors and executive officers of the Company and their ownership
of Company common stock is set forth in the Company’s annual report
on Form 10-K for the fiscal year ended January 2, 2016, which was
filed with the SEC on March 1, 2016 and in its proxy statement for
its 2016 annual meeting of stockholders, which was filed with the
SEC on March 14, 2016. These documents can be obtained free of
charge from the sources indicated above. Certain directors,
executive officers and other persons related to the Company may
have direct or indirect interests in the transaction due to
securities holdings, vesting of equity awards and the terms of
their employment arrangements with the Company.
Additional information regarding the participants in
the solicitation of the Company’s shareholders will be included in
the proxy statement.
Grafico Azioni Symmetry Surgical Inc. (NASDAQ:SSRG)
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Grafico Azioni Symmetry Surgical Inc. (NASDAQ:SSRG)
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