Cyberonics, Sorin Group To Merge - Quick Facts

(RTTNews) - Sorin S.p.A. (SORJF.PK), a global medical device company and a leader in the treatment of cardiovascular diseases, and Cyberonics Inc. (CYBX), a medical device company with core expertise in neuromodulation, announced their merger plan to form a new global leader in medical technologies with a combined equity value of around $2.7 billion or 2.4 billion euros, based on the closing price of Sorin and Cyberonics shares on February 25.

The proposed transaction has been unanimously approved by the boards of both companies. Pursuant to the transaction, Sorin and Cyberonics would combine under a newly formed holding company, "NewCo", which the parties would name prior to closing. Each Cyberonics stockholder would receive one ordinary share of NewCo for every share of Cyberonics owned. Each Sorin shareholder would receive a fixed ratio of 0.0472 ordinary shares of NewCo for every Sorin share owned.

Upon completion, assuming no withdrawal rights under Italian law are exercised by Sorin shareholders with respect to the merger, Sorin shareholders would hold nearly 46 percent of NewCo, and Cyberonics shareholders would own about 54 percent, on a fully diluted basis.

Andre-Michel Ballester, Chief Executive of Sorin, would serve as Chief Executive of NewCo and Dan Moore, Chief Executive of Cyberonics, would become non-executive Chairman.