20.11.2007 16:41:00
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DJO Incorporated Closes Merger Transaction with ReAble Therapeutics
DJO Incorporated, (NYSE:DJO), a global provider of products and services
that promote musculoskeletal and vascular health, announced the
completion of its Agreement and Plan of Merger, dated as of July 15,
2007, with ReAble Therapeutics, Inc., effective today, November 20,
2007. Pursuant to the terms of the merger agreement, holders of DJO’s
common stock will receive $50.25 in cash for each share of DJO common
stock that they owned immediately prior to the effective time of the
merger. As a result of the merger, DJO’s
common stock will cease to trade on the New York Stock Exchange at the
close of the market today and will be delisted. The transaction is
valued at approximately $1.5 billion.
Financing for the merger was provided by the combination of an equity
contribution from Blackstone Capital Partners V L.P., an affiliate of
The Blackstone Group, and debt financing arranged by Credit Suisse and
Bank of America.
Following the closing, ReAble Therapeutics, Inc. will be renamed DJO
Incorporated and will relocate its headquarters to Vista, California.
"On behalf of both DJO and ReAble, I am
extremely pleased that we have completed this transaction, which
establishes our company as one of the largest global providers of
solutions for musculoskeletal and vascular health,”
said Les Cross, Chief Executive Office of the new DJO Incorporated. "Both
organizations have enjoyed a proud history, with talented employees
driving each company to a respected leadership position in their markets.
"We continue to be very excited about the
business prospects for the New DJO. This combination provides us with
great opportunities to strengthen our value proposition for our
customers in two important ways. First, the crossover of our
distribution channels should provide our sales teams with significant
cross-selling opportunities in global markets for the two companies’
product lines, providing our customers with one-stop access to some of
the best brands in the business.
"Second, the merger accelerates the pace of
innovation within the new DJO. From the collaboration of our product
development teams we can bring unique new products to market that better
serve the needs of our customers and their patients.” About DJO Incorporated
DJO Incorporated is a global provider of solutions for musculoskeletal
and vascular health, specializing in rehabilitation and regeneration
products for the non-operative orthopedic, spine and vascular markets.
Marketed under the Aircast®, DonJoy®
and ProCare® brands, the Company’s
broad range of over 750 rehabilitation products, including rigid knee
braces, soft goods and cold therapy products, are used in the prevention
of injury, in the treatment of chronic conditions and for recovery after
surgery or injury. The Company’s regeneration
products consist of bone growth stimulation devices that are used to
treat nonunion fractures and as an adjunct therapy after spinal fusion
surgery. The Company’s vascular systems
products help prevent deep vein thrombosis and pulmonary embolism that
can occur after orthopedic and other surgeries. Together, these products
provide solutions throughout the patient’s
continuum of care. The Company sells its products in the United States
and in more than 75 other countries through networks of agents,
distributors and its own direct sales force. Customers include
orthopedic, podiatric and spine surgeons, orthotic and prosthetic
centers, third-party distributors, hospitals, surgery centers, physical
therapists, athletic trainers, other healthcare professionals and
individual and team athletes. For additional information on the Company,
please visit www.djortho.com.
About ReAble Therapeutics, Inc.
ReAble Therapeutics, Inc. is a diversified orthopedic device company
that develops, manufactures and distributes a comprehensive range of
high quality orthopedic devices used by orthopedic surgeons, physicians,
therapists, athletic trainers and other healthcare professionals to
treat patients with musculoskeletal conditions resulting from
degenerative diseases, deformities, traumatic events and sports-related
injuries. Through its Orthopedic Rehabilitation Division, ReAble is a
leading distributor of electrical stimulation and other orthopedic
products used for pain management, orthopedic rehabilitation, physical
therapy, fitness and sport performance enhancement. ReAble's Surgical
Implant Division offers a comprehensive suite of reconstructive joint
products. For more information, visit www.reableinc.com.
Safe Harbor Statement
This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. Such statements include statements
about cross-selling opportunities in global markets for the two companies’
product lines and the acceleration of the pace of innovation within DJO.
The words "believe,” "should,” "expect,” "intend,” "estimate”
and "anticipate,”
variations of such words and similar expressions identify
forward-looking statements, but their absence does not mean that a
statement is not a forward-looking statement. These forward-looking
statements are based on DJO’s current
expectations and are subject to a number of risks, uncertainties and
assumptions. The Company undertakes no obligation to update any
forward-looking statements, whether as a result of new information,
future events or otherwise. The important factors that could cause
actual results to differ significantly from those expressed or implied
by such forward-looking statements include, but are not limited to,
risks that the proposed transaction disrupts current plans and
operations and the potential difficulties in employee retention as a
result of the merger; risks related to the successful integration of the
Company’s business strategies relative to the
ReAble business and the Company’s ongoing
Domestic Rehabilitation, Regeneration and International businesses; the
realization of expected revenue synergies from the ReAble’s
product lines; the Company’s ability to
successfully develop, license or acquire, and timely introduce and
market new products or product enhancements; the Company’s
dependence on orthopedic professionals, agents and distributors for
marketing its products; the Company’s
dependence on third-party agents to manage insurance billing and
collections; risks relating to the Company’s
international operations; resources needed and risks involved in
complying with government regulations and in developing and protecting
intellectual property; and the effects of healthcare reform, Medicare
competitive bidding, managed care and buying groups on the prices of the
Company’s products. Other risk factors are
detailed in the Quarterly Reports on Form 10-Q for the three months
ended September 29, 2007, for both DJO Incorporated and ReAble
Therapeutics filed on October 29, 2007 and October 30, 2007,
respectively, with the Securities and Exchange Commission. Additional
risk factors for ReAble Therapeutics may be found in the company’s
Form S-4/A, filed on May 1, 2007 with the Securities and Exchange
Commission. Many of the factors that will determine the outcome of the
subject matter of this press release are beyond DJO’s
ability to control or predict.
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