Medtronic Signs Agreement to Acquire Restore Medical
23 April 2008 - 6:23AM
Business Wire
Medtronic, Inc. (NYSE: MDT) and Restore Medical, Inc. (NASDAQ:
REST) today announced that the companies have signed a definitive
agreement under which Medtronic will pay $1.60 per share in cash
for each share of Restore Medical stock. The total value of the
transaction, including payment of Restore Medical debt will be
approximately $29 million. The transaction, which is anticipated to
close within 90 days, is expected to be accretive to Medtronic
earnings in the first full fiscal year after closing. Restore
Medical�s Pillar Palatal Implant System (Pillar System) is an
innovative, minimally invasive, implantable medical device used to
treat the soft palate component of sleep breathing disorders,
including mild to moderate obstructive sleep apnea (OSA) and
snoring. Cleared by the U.S. Food & Drug Administration, the
Pillar System complements Medtronic�s existing family of
market-leading ENT products used to treat a variety of other upper
airway obstructions, including the sinuses and tonsils/adenoids.
The addition of the Pillar System allows Medtronic to provide its
physician customers with another minimally invasive, low morbidity
option to treat patients suffering from OSA and snoring. �This
acquisition will help deliver new growth for our ENT business by
providing Medtronic with a proven office-based procedure in a very
fast growing segment of the sleep market,� said Bob Blankemeyer,
president of the ENT business at Medtronic. �Medtronic can quickly
leverage its distribution and marketing strengths to improve
patient and surgeon access to this minimally invasive therapy.�
�The opportunity to reach more patients and physicians with a
proven therapy designed to treat snoring and OSA through
Medtronic�s growing ENT business is exciting for Restore Medical,�
said Bob Paulson, president and chief executive officer of Restore
Medical. �Minimally invasive, office-based procedures to treat
snoring and sleep apnea is a large and underserved market. The
combination of our implant technology with Medtronic�s ENT business
will enhance access to the Pillar System.� The transaction is
subject to customary closing conditions, including approval by
Restore Medical shareholders. ABOUT MEDTRONIC Medtronic, Inc.
(www.medtronic.com), headquartered in Minneapolis, is the global
leader in medical technology � alleviating pain, restoring health,
and extending life for millions of people around the world. ABOUT
RESTORE MEDICAL Restore Medical develops, manufactures and markets
innovative medical devices to treat sleep-disordered breathing. The
Company�s proprietary Pillar� Palatal Implant System is the only
implantable palatal device to treat snoring and mild to moderate
obstructive sleep apnea to be cleared by the U.S. Food and Drug
Administration and by Health Canada, and to have received the CE
Mark for sale in the European Union. The Pillar Palatal Implant
System is sold throughout the U.S. and Canada, and in various
countries in Asia Pacific, Europe, South America and the Middle
East. For more information about Restore Medical, the Pillar
Procedure and physicians who offer the Pillar Procedure in the
U.S., visit the company�s website at www.restoremedical.com or
www.pillarprocedure.com. FORWARD-LOOKING STATEMENTS This press
release contains forward-looking statements, which involve a number
of risks and uncertainties. Medtronic and Restore Medical caution
readers that any forward-looking information is not a guarantee of
future performance and that actual results could differ materially
from those contained in the forward-looking information. Forward
looking statements include, but are not limited to, statements
about the benefits of the business combination transaction
involving Medtronic and Restore Medical, including future financial
and operating results, post-acquisition plans, objectives,
expectations and intentions and other statements that are not
historical facts. The following factors, among others, could cause
actual results to differ from those set forth in the
forward-looking statements: the failure of Restore Medical�s
shareholders to approve the transaction; the risk that the
businesses will not be integrated successfully; the risk that the
cost savings and any other synergies from the transaction may not
be fully realized or may take longer to realize than expected;
disruption from the transaction making it more difficult to
maintain relationships with customers, employees or suppliers; and
competition and its effect on pricing, spending, third-party
relationships and revenues. Additional factors that may affect
future results are contained in Medtronic�s and Restore Medical�s
filings with the Securities and Exchange Commission (the �SEC�),
which are available at the SEC�s web site http://www.sec.gov.
Medtronic and Restore Medical disclaim any obligation to update and
revise statements contained in these materials based on new
information or otherwise. ADDITIONAL INFORMATION ABOUT THIS
TRANSACTION Restore Medical will file with the SEC and mail to its
shareholders a proxy statement that will contain important
information about Restore Medical, the proposed merger and related
matters. Shareholders are urged to read the proxy statement
regarding the proposed merger when it becomes available because it
will contain important information that shareholders should
consider before making a decision about the merger. You may obtain
a free copy of the proxy statement (when available) and other
related documents filed by Restore Medical with the SEC at the
SEC�s website at www.sec.gov. The proxy statement (when it is
available) and the other documents may also be obtained for free by
accessing Restore Medical�s website at www.restoremedical.com by
clicking on the �About Restore Medical� link and then clicking on
the �Investor Relations� link and then clicking on the �SEC
Filings� heading, by writing to Restore Medical at 2800 Patton
Road, St. Paul, MN 55113, Attention: Chris Geyen, or by emailing
cgeyen@restoremedical.com. Medtronic, Restore Medical and their
respective directors, executive officers and certain other members
of management and employees may be soliciting proxies from Restore
Medical�s shareholders in favor of the merger. Information
regarding the persons who may, under the rules of the SEC, be
considered participants in the solicitation of the Restore
Medical�s shareholders in connection with the proposed merger will
be set forth in the proxy statement when it is filed with the SEC.
You can find information about Medtronic�s executive officers and
directors in its definitive proxy statement filed with the SEC on
July 20, 2007. You can find information about Restore Medical�s
executive officers and directors in its definitive proxy statement
filed with the SEC on April 16, 2007. You can obtain free copies of
these documents from Medtronic and Restore Medical using the
contact information above.
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