Greatbatch Announces Private Offering of $360 Million of Senior Notes in Connection With Its Acquisition of Lake Region Medic...
14 October 2015 - 7:05AM
Greatbatch, Inc. (NYSE:GB) today announced that its wholly-owned
subsidiary Greatbatch Ltd. intends to offer, subject to market and
other conditions, $360 million aggregate principal amount of senior
notes due 2023 in connection with its previously announced
acquisition of Lake Region Medical Holdings, Inc. This offering is
part of the financing for the acquisition. The acquisition of Lake
Region is currently expected to close in the fourth quarter of
2015.
If the offering of the notes closes prior to the closing of the
acquisition of Lake Region, the gross proceeds from the offering
(together with certain additional amounts) will be deposited into
an escrow account until closing of the acquisition. If the closing
of the acquisition of Lake Region does not occur on or prior to
February 23, 2016 or Greatbatch determines not to pursue the
acquisition or the acquisition agreement is terminated, the notes
will be subject to a special mandatory redemption at a redemption
price equal to 100% of the initial issue price of the notes, plus
accrued and unpaid interest to, but not including, the special
mandatory redemption date.
Upon consummation of the acquisition, Greatbatch, Inc. and
certain of its subsidiaries (including certain subsidiaries
acquired in connection with the acquisition) will guarantee the
notes.
The notes and related guarantees will be offered in a private
offering only to qualified institutional buyers pursuant to Rule
144A under the Securities Act of 1933, as amended (the "Securities
Act"), and to non-U.S. persons in transactions outside of the
United States in reliance on Regulation S under the Securities Act.
The notes and related guarantees will not be registered under the
Securities Act or the securities laws of any jurisdiction and may
not be offered or sold in the United States absent an effective
registration statement or an applicable exemption from the
registration requirements.
This press release is neither an offer to sell nor a
solicitation of an offer to buy the notes or related guarantees nor
shall there be any offer, solicitation or sale of the
notes or related guarantees in any jurisdiction where the offer,
solicitation or sale is not permitted.
About Greatbatch, Inc.
Greatbatch, Inc. (NYSE:GB) provides top-quality technologies to
industries that depend on reliable, long-lasting performance
through its brands Greatbatch Medical, Electrochem and QiG Group.
The company develops and manufactures critical medical device
technologies for the cardiac, neuromodulation, vascular and
orthopaedic markets; and batteries for high-end niche applications
in the portable medical, energy, military, and environmental
markets. Additional information is available at
www.greatbatch.com.
Forward-Looking Statements
Some of the statements contained in this press release are
"forward-looking statements" within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act
of 1934, as amended.
You can identify forward-looking statements by terminology such
as "may," "will," "should," "could," "expects," "intends," "plans,"
"anticipates," "believes," "estimates," "predicts," "potential" or
"continue" or "variations" or the negative of these terms or other
comparable terminology. These forward-looking statements
include, but are not limited to, statements about the expected
timing of completion of the acquisition of Lake Region and other
statements that are not historical facts. Such statements are
based upon the current beliefs and expectations of Greatbatch's
management and are subject to significant risks and uncertainties
that could cause actual outcomes and results to differ
materially. These risks and uncertainties include, but are not
limited to, the inability to obtain regulatory approvals of the
acquisition of Lake Region (including the approval of antitrust
authorities necessary to complete the transaction) on the terms
desired or anticipated; the timing of such approvals and the risk
that such approvals may result in the imposition of conditions that
could adversely affect the combined company or the expected
benefits of the transaction; the risk that a condition to closing
the transaction may not be satisfied on a timely basis or at all;
and the risk that the proposed transaction fails to close for any
other reason. Greatbatch assumes no obligation to update
forward-looking statements in this press release whether to reflect
changed assumptions, the occurrence of unanticipated events or
changes in future operating results, financial conditions or
prospects, or otherwise.
CONTACT: Investor Relations Contact:
Elizabeth Cowell
ecowell@greatbatch.com
tel 214-618-4982
Media Contact:
Christopher Knospe
cknospe@greatbatch.com
tel 716-759-5727
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