Kinetic Concepts, Inc. (NYSE:KCI) today announced that
Institutional Shareholder Services (“ISS”) recommends that KCI
shareholders vote FOR KCI’s proposed merger with the consortium
comprised of investment funds advised by Apax Partners, together
with controlled affiliates of Canada Pension Plan Investment Board
and the Public Sector Pension Investment Board. ISS is the leading
independent proxy voting and corporate governance advisory firm,
and its recommendations are relied upon by thousands of major
institutional investment firms, mutual funds and other fiduciaries
throughout the country.
In its October 6, 2011 report, ISS stated:
“The proposed acquisition of the company by a private equity
consortium for $68.50 per share in cash represents a one-day and
sixty-day premium of 16.5 percent and 24.7 percent, respectively,
and will provide certainty of value for shareholders.” The report
further noted that KCI “conducted a 40-day post-signing go-shop
process from which one additional bidder emerged; however, that
bidder ultimately withdrew its offer.”*
With the backing of the consortium, a very seasoned group of
investors, KCI can continue to develop, introduce and support the
medical community with leading-edge innovation and differentiated
products. The company firmly believes that given the premium and
certainty of value, this transaction is in the best interest of the
shareholders.
Pursuant to the merger agreement, KCI expects that the Apax
consortium will acquire KCI for $68.50 per share in cash pending
results of the shareholder vote to approve the proposed merger,
regulatory approvals and the satisfaction of other customary
closing conditions.
All Regulatory Approvals Received
On October 7, 2011, KCI and Apax received clearance relating to
the proposed merger from the European Union Commission. The Company
has now obtained all five regulatory approvals required under the
merger agreement, including notice of early termination of the
requisite waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act and clearance from the Committee on Foreign
Investment in the United States. The merger is currently expected
to close in the first part of November.
In addition, on October 6, 2011, the District Court of Bexar
County, Texas, held a hearing on KCI’s motions to dismiss the
petitions that were pending in shareholder litigation relating to
the proposed merger. At the conclusion of the hearing, the court
dismissed all of the claims asserted by the shareholder plaintiffs,
without prejudice.
A special meeting of shareholders of KCI to consider and vote
upon, among other things, the proposal to adopt the merger
agreement and approve the merger will be held on Friday, October
28, 2011 at the Westin Riverwalk Hotel, 420 W. Market St., San
Antonio, Texas 78205, at 9 a.m. CDST. Shareholders of record as of
the close of business on September 23, 2011 will be entitled to
vote at the special meeting.
The Board of Directors of KCI has approved the merger agreement
and recommends that all KCI shareholders vote “FOR” the proposal to
adopt the merger agreement. All shareholders are encouraged to read
the definitive proxy materials in their entirety as they provide,
among other things, a detailed discussion of the process that led
to the proposed merger and the reasons behind the KCI board’s
recommendation. KCI shareholders who have questions about the
merger or need assistance in submitting their proxy or voting their
shares should contact KCI’s proxy solicitor, MacKenzie Partners,
Inc., at (212) 929-5500 (call collect) or toll free at (800)
322-2885.
* Permission to use ISS quotation was neither sought nor
obtained.
About Apax Partners
Apax Partners is one of the world’s leading private equity
investment groups. It operates across the United States, Europe and
Asia and has more than 30 years of investing experience. Funds
under the advice of Apax Partners total over $40 billion around the
world. These Funds provide long-term equity financing to build and
strengthen world-class companies. Apax Partners Funds invest in
companies across its global sectors of Tech & Telecom, Retail
& Consumer, Media, Healthcare and Financial & Business
Services. For more information about Apax Partners, please visit
www.apax.com.
About Canada Pension Plan Investment Board
Canada Pension Plan Investment Board (CPPIB) is a professional
investment management organization that invests the funds not
needed by the Canada Pension Plan to pay current benefits on behalf
of 17 million Canadian contributors and beneficiaries. In order to
build a diversified portfolio of CPP assets, CPPIB invests in
public equities, private equities, real estate, inflation-linked
bonds, infrastructure and fixed income instruments. Headquartered
in Toronto, with offices in London and Hong Kong, CPPIB is governed
and managed independently of the Canada Pension Plan and at arm’s
length from governments. At March 31, 2011, the CPP Fund totaled
$148.2 billion. For more information about CPPIB, please visit
www.cppib.ca.
About PSP Investments
The Public Sector Pension Investment Board is a Canadian Crown
corporation established to manage investments for the pension funds
of the Public Service, the Canadian Forces, the Royal Canadian
Mounted Police and the Reserve Force. PSP Investments’ mandate is
to manage funds entrusted to it in the best interests of the
contributors and beneficiaries of the pension plans and to maximize
investment returns without undue risk of loss having regard to the
funding, policies and requirements of the plans and their ability
to meet their financial obligations. For more information about PSP
Investments, visit www.investpsp.ca.
Additional Information about the Merger and Where to Find
It
This press release may be deemed to be solicitation material in
respect of the proposed acquisition of Kinetic Concepts, Inc.
(“KCI”) by investment funds advised by Apax Partners, together with
controlled affiliates of Canada Pension Plan Investment Board and
the Public Sector Pension Investment Board. KCI filed a definitive
proxy statement with the SEC on September 26, 2011 related to the
merger (the “Merger”) and the other transactions contemplated by
the Agreement and Plan of Merger, dated as of July 12, 2011, by and
among KCI, Chiron Holdings, Inc. and Chiron Merger Sub, Inc.
INVESTORS AND SECURITY HOLDERS OF KCI ARE ADVISED TO READ THE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN
THEY BECOME AVAILABLE BECAUSE THOSE DOCUMENTS CONTAIN AND WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. The
definitive proxy statement was mailed to shareholders of KCI
beginning on September 27, 2011. Investors and security holders may
obtain a free copy of the proxy statement, and other documents
filed by KCI with the SEC, at the SEC’s web site at
http://www.sec.gov. Free copies of the proxy statement and KCI’s
other filings with the SEC may also be obtained from KCI by
directing a request to Kinetic Concepts, Inc., Attention: Investor
Relations, 8023 Vantage Drive, San Antonio, TX 78230, or by calling
210-255-6157.
KCI and its directors, executive officers and other members of
its management and employees may be deemed to be soliciting proxies
from KCI’s shareholders in favor of the proposed Merger.
Information regarding KCI’s directors and executive officers is
available in its 2010 Annual Report on Form 10-K filed with the SEC
on March 1, 2011, and definitive proxy statement relating to its
2011 Annual Meeting of Shareholders filed with the SEC on April 15,
2011. Shareholders may obtain additional information regarding the
interests of KCI and its directors and executive officers in the
proposed Merger, which may be different than those of KCI’s
shareholders generally, by reading the proxy statement and other
relevant documents filed with the SEC when they become
available.
Forward Looking Statements
This communication contains forward-looking statements, which
may be identified by words such as “believes,” “expects,”
“anticipates,” “estimates,” “projects,” “intends,” “should,”
“seeks,” “future,” “continue,” or the negative of such terms, or
other comparable terminology. Forward-looking statements are
subject to risks, uncertainties, assumptions and other factors that
are difficult to predict and that could cause actual results to
vary materially from those expressed in or indicated by them.
Factors that could cause actual results to differ materially
include, but are not limited to: (1) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the Merger Agreement; (2) the outcome of any legal
proceedings that may be instituted against KCI and others following
announcement of the Merger Agreement; (3) the inability to complete
the Merger due to the failure to satisfy the conditions to the
Merger, including obtaining the approval of at least two-thirds of
KCI’s shareholders; (4) risks that the proposed transaction
disrupts current plans and operations and potential difficulties in
employee retention as a result of the Merger; (5) the ability to
recognize the benefits of the Merger; (6) legislative, regulatory
and economic developments; and (7) other factors described in KCI’s
filings with the SEC. Many of the factors that will determine the
outcome of the subject matter of this filing are beyond KCI’s and
the Apax consortium’s ability to control or predict. KCI can give
no assurance that the conditions to the Merger will be satisfied.
Except as required by law, KCI undertakes no obligation to revise
or update any forward-looking statement, or to make any other
forward-looking statements, whether as a result of new information,
future events or otherwise. KCI is not responsible for updating the
information contained in this filing beyond the published date, or
for changes made to this filing by wire services or Internet
service providers.
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