EXTON, Pa., May 3, 2012 /PRNewswire/ -- Kensey Nash
Corporation (Nasdaq: KNSY), today announced that it has entered
into a definitive agreement with Royal DSM (DSM) (NYSE Euronext:
DSM KON), under which DSM has agreed to acquire all of the common
stock of Kensey Nash through a cash
tender offer, followed by a merger with a subsidiary of DSM, for
$38.50 per share in cash.
"We are very pleased to have entered into the merger agreement
with DSM, as the transaction will deliver significant value to our
stockholders. The price to be paid to our stockholders
represents a premium of 33% over our closing price on May 2, 2012," said Joe
Kaufmann, President and Chief Executive Officer. "When
completed, the transaction will also be a great event for our
strategic partners, customers and employees. DSM is a global
Life Sciences and Materials Sciences company with sales around
euro 9 billion and 22,000 employees
worldwide. Their presence in biomedical materials markets comes
from a unique convergence between their expertise in Life Sciences
and Materials Sciences. Our employees will benefit from the growth
and expansion that DSM envisions will occur from this combination
of capabilities and resources," Mr. Kaufmann added.
Walter Maupay, Jr., Chairman of
the Board said, "The Board of Directors unanimously concluded that
this transaction is in the best interests of Kensey Nash and its stockholders. We
believe this is a very positive outcome for our stockholders and
maximizes the value of Kensey Nash's
regenerative medicine platforms."
Under the terms of the merger agreement, DSM will in May
commence an all-cash tender offer to acquire all of the outstanding
shares of common stock of Kensey
Nash for $38.50 per
share. The tender offer is currently expected to be completed
by the end of June 2012. The tender offer is subject to
customary conditions, including the tender of a majority of the
outstanding shares of Kensey Nash
common stock on a fully diluted basis, and the expiration or
termination of the Hart-Scott-Rodino Antitrust Improvements Act
waiting period. Following the completion of the tender offer,
DSM will acquire the remaining outstanding shares of Kensey Nash common stock through a second step
merger, subject to customary conditions.
Kensey Nash's Board of Directors
has unanimously approved the tender offer and resolved to recommend
that Kensey Nash stockholders tender
their shares to DSM in the tender offer.
Jefferies & Company, Inc. acted as the exclusive
financial advisor to Kensey Nash in
connection with the transaction, and Katten Muchin Rosenman LLP is
serving as legal counsel to Kensey
Nash. Citi served as the financial advisor to DSM, and
Cleary Gottlieb Steen & Hamilton
LLP is serving as legal counsel to DSM.
Conference calls
Conference Call and Webcast. Kensey Nash will be hosting a teleconference
discussing the DSM transaction on Thursday,
May 3, 2012 at 8:00 A.M. Eastern
Time. To participate in the teleconference call, please dial
612-332-0634. Individuals interested in listening to the
teleconference may also do so over the Internet at
www.kenseynash.com. To do so, please go to www.kenseynash.com
and choose Conferences and Webcasts on the Investor Relations
page. Please allow 15 minutes prior to the start of the call
to register and download and/or install any necessary
software.
Today DSM will hold a conference call for the media from
08.00 AM — 08.30 AM CET (+31 (0)10 29 44 215 or +44 (0) 203
365 3207) and a conference call for investors and analysts from
09.00 AM — 10.00 AM CET (+31 (0)10 29 44 271 or +44 (0) 203
365 3207). Also, more information can be found in the presentation
that can be downloaded from the Investors section of the DSM
website www.dsm.com. The calls will be recorded and will be
available for replay on www.dsm.com. Kensey Nash is not
responsible for, and makes no warranties of any type with respect
to, the contents or accuracy of any statements made on, or
information included in, DSM's conference call or on DSM's
website.
Important Additional Information Will Be Filed with the
SEC
This press release does not constitute a recommendation to
stockholders of Kensey Nash (the
Company) to tender or otherwise sell shares of the Company's common
stock.
The tender offer described in this document has not yet
commenced. At the time the tender offer is commenced, DSM and its
newly formed merger subsidiary (together, "Parent") will file with
the U.S. Securities and Exchange Commission (the "SEC") and mail to
the Company's stockholders a Tender Offer Statement on Schedule TO,
and the Company will file with the SEC and mail to its stockholders
a Tender Offer Solicitation/Recommendation Statement on Schedule
14D-9 in connection with the transaction. These will contain
important information about Parent, the Company, the transaction
and other related matters. Investors and security holders are urged
to read each of these documents carefully when they are
available.
Investors and security holders will be able to obtain free
copies of the Tender Offer Statement, the Tender Offer
Solicitation/Recommendation Statement and other documents filed
with the SEC by Parent and the Company through the website
maintained by the SEC at www.sec.gov once such documents are filed
with the SEC. A copy of the Tender Offer
Solicitation/Recommendation Statement on Schedule 14D-9 (once it
becomes available) may be obtained free of charge from Kensey Nash's website at www.kenseynash.com, or
by directing a request to Kensey
Nash at 735 Pennsylvania Drive, Exton PA 19341, Attn: Joseph W. Kaufmann. In addition, a copy of the
Tender Offer Statement, letter of transmittal and certain other
related tender offer documents (once they become available) may be
obtained free of charge from DSM's website at
www.dsm.com or by directing a request to DSM at Het Overloon
1, 6411 TE Heerlen, the
Netherlands, Attn: Investor Relations.
About Kensey Nash Corporation. Kensey Nash is a
medical device company primarily focused on regenerative medicine
utilizing its proprietary collagen and synthetic polymer
technology. Kensey Nash is
recognized as a leader for innovative product development and
unique technology in the field of resorbable biomaterials.
Kensey Nash has an extensive range
of products, which are sold through strategic partners in multiple
medical markets, including the cardiology, orthopaedic, sports
medicine, spine, trauma, craniomaxillofacial and general surgery
markets.
About DSM – Bright Science. Brighter
Living.™
Royal DSM is a global science-based company active in
health, nutrition and materials. By connecting its unique
competences in Life Sciences and Materials Sciences DSM is driving
economic prosperity, environmental progress and social advances to
create sustainable value for all stakeholders. DSM delivers
innovative solutions that nourish, protect and improve performance
in global markets such as food and dietary supplements, personal
care, feed, pharmaceuticals, medical devices, automotive, paints,
electrical and electronics, life protection, alternative energy and
bio-based materials. DSM's 22,000 employees deliver annual net
sales of around €9 billion. The company is listed on NYSE Euronext.
More information can be found at www.dsm.com.
Cautionary Note for Forward-Looking Statements.
Statements in this press release regarding the proposed transaction
between DSM and Kensey Nash, the
expected timetable for completing the transaction, the potential
benefits of the transaction, and other statements about
management's future expectations, beliefs, goals, plans or
prospects constitute forward looking statements. Kensey Nash has tried to identify these forward
looking statements by using words such as "expect," "anticipate,"
"estimate," "plan," "will," "would," "should," "forecast,"
"believe," "guidance," "projection" or similar expressions, but
these words are not the exclusive means for identifying such
statements. Kensey Nash
cautions that a number of risks, uncertainties and other important
factors could cause Kensey Nash's
actual results, performance and achievements to differ materially
from those expressed in, or implied by, the forward-looking
statements, including, without limitation, uncertainties as
to the timing of the tender offer and merger; uncertainties as to
how many Kensey Nash stockholders
will tender their stock in the offer; 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; any
conditions imposed by governmental or regulatory authorities in
connection with consummation of the tender offer and the merger;
satisfaction of various other conditions to the completion of the
tender offer and the merger contemplated by the merger agreement;
the risk that DSM will not perform its obligations under the merger
agreement; and the risk factors set forth from time to time in
Kensey Nash's SEC filings, including
the disclosures under "Risk Factors" in those filings. Except
as expressly required by the federal securities laws, Kensey
Nash undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information,
changed circumstances or future events or for any other reason.
SOURCE Kensey Nash Corporation