ST. LOUIS, Jan. 14, 2013 /PRNewswire/ -- Young Innovations,
Inc. (Nasdaq: YDNT) ("Young" or the "Company") today announced the
expiration of the "go-shop" period under the previously announced
Agreement and Plan of Merger, dated as of December 3, 2012 (the "Merger Agreement"), which
provides for the acquisition of the Company by an affiliate of
Linden Capital Partners.
Under the Merger Agreement, the Company was permitted to solicit
alternative acquisition proposals from third parties during the
40-day period ending at 11:59 p.m.
(CST) on January 12th (the
"go-shop period). The Company's exclusive financial advisor, Robert
W. Baird & Co. Incorporated ("Baird"), contacted 62 potential
financial buyers and 28 potential strategic buyers during the
go-shop period. Ten of the potential financial buyers and
three of the potential strategic buyers executed confidentiality
agreements with the Company. Despite conducting an active and
extensive solicitation process, the Company did not receive an
alternative acquisition proposal from any potential buyer during
the go-shop period.
Starting at 12:00 a.m. (CST) on January 13, 2013, the Company became subject to
customary "no-shop" provisions that limit its ability to solicit
alternative acquisition proposals from third parties or to provide
confidential information to third parties, subject to a ''fiduciary
out'' provision that allows the Company to provide information and
participate in discussions with respect to certain unsolicited
written takeover proposals and to terminate the merger agreement
and enter into an acquisition agreement with respect to a superior
proposal in compliance with the terms of the Merger Agreement.
The Company expects to close the merger as soon as practicable
following receipt of shareholder approval of the proposed merger at
the special meeting of shareholders to be held on January 30, 2013. Following completion of the
transaction, the Company will become a privately held company
and its stock will no longer trade on the Nasdaq Stock Market.
About Young Innovations, Inc.:
Young develops, manufactures and markets supplies and equipment
used by dentists, dental hygienists, dental assistants and
consumers. The Company's consumables product offering includes
disposable and metal prophy angles, prophy cups and brushes, dental
micro-applicators, moisture control products, infection control
products, dental handpieces (drills) and related components,
endodontic systems, orthodontic toothbrushes, flavored examination
gloves, children's toothbrushes, and children's toothpastes. In
addition, the Company offers a line of diagnostic products that
includes panoramic X-ray machines and related supplies. The Company
believes it is a leading U.S. manufacturer or distributor of prophy
angles and cups, liquid surface disinfectants, dental
micro-applicators and obturation units designed for warm, vertical
condensation.
Forward-Looking Statements:
This press release contains disclosures that are forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 about Young Innovations, Inc. ("Young" or the
"Company") and the proposed merger. Forward-looking
statements include statements in which we use words such as
"expect," "believe," "anticipate," "intend," or similar
expressions. These forward-looking statements are based upon
information presently available to the Company's management and are
inherently subjective, uncertain and subject to change, due to any
number of risks and uncertainties. Factors that could cause
events not to occur as expressed in the forward-looking statements
in this press release include, but are not limited to,
unanticipated delays; the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; the outcome of any legal proceedings that may be
instituted with respect to the proposed merger; and the inability
to complete the merger due to the failure to obtain shareholder
approval for the merger or the failure to satisfy other closing
conditions, as well as other risk factors detailed in the Company's
Annual Report on Form 10-K filed with the Securities and Exchange
Commission, or the SEC, on March 15,
2012 under the captions "Forward Looking Statements" and
"Risk Factors" and otherwise in the Company's reports and filings
with the Securities and Exchange Commission. Many of these
factors are beyond our ability to control or predict. You
should not place undue reliance on any forward-looking statements,
since those statements speak only as of the date that they are
made. Young assumes no obligation to update, revise or
correct any forward-looking statements after the date of this press
release or after the respective dates on which such statements
otherwise are made, whether as a result of new information, future
events or otherwise, except as otherwise may be required by
law.
Additional Information about the Merger and Where to Find
It:
This communication may be deemed to be solicitation material
with respect to the proposed acquisition of Young by an affiliate
of Linden Capital Partners. In connection with the proposed
merger, Young has filed a Definitive Proxy Statement on Schedule
14A on January 3, 2013 with the SEC,
which it has mailed, together with a form of proxy, on or about
January 4, 2013 to its shareholders
of record as of the close of business on January 2, 2013. Young may also file or furnish
with or to the SEC other relevant materials related to the proposed
merger. INVESTORS AND SECURITY HOLDERS OF YOUNG ARE URGED TO READ
CAREFULLY AND IN THEIR ENTIRETY ALL RELEVANT MATERIALS FILED OR
FURNISHED WITH OR TO THE SEC, INCLUDING THE PROXY STATEMENT,
BECAUSE THESE MATERIALS CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED MERGER AND THE PARTIES TO THE MERGER. The proxy statement
and any and all documents filed or furnished by Young with or to
the SEC, may be obtained free of charge at the SEC's web site at
www.sec.gov. In addition, investors and security holders of
Young may obtain free copies of the documents filed or furnished by
Young with or to the SEC by directing a written request to Young
Innovations, Inc., Investor Relations, 500 N. Michigan Ave, Suite
2204, Chicago, Illinois, 60611,
(312) 644-6400.
Participants in the Solicitation:
Young and its executive officers and directors may be deemed to
be participants in the solicitation of proxies from the
shareholders of Young with respect to the special meeting of
shareholders that will be held to consider the proposed
merger. Information about those executive officers and
directors of Young and their ownership of Young's common stock is
set forth in Young's Definitive Proxy Statement on Schedule 14A
relating to its 2012 Annual Meeting of Shareholders, which was
filed with the SEC on April 5, 2012,
and is supplemented by other public filings made, and to be made,
with the SEC by Young. Information regarding the direct and
indirect interests of Young, its executive officers and directors
and other participants in the solicitation, which may, in some
cases, be different from those of Young's security holders
generally, is set forth in the Definitive Proxy Statement on
Schedule 14A relating to the merger that was filed with the SEC on
January 3, 2013.
SOURCE Young Innovations, Inc.
