Philips extends tender offer period to acquire Volcano
(Thomson Reuters ONE) -
February 5, 2015
Amsterdam, the Netherlands and San Diego, CA, US - Royal Philips (NYSE: PHG;
AEX: PHIA) and Volcano Corporation (NASDAQ:VOLC) today announced that Philips'
indirect wholly owned subsidiary Clearwater Merger Sub, Inc. is extending the
expiration date for its previously announced tender offer until 9:00 a.m.,
Eastern Time, on February 17, 2015, for all outstanding shares of common stock
of Volcano for USD 18.00 per Volcano share, without interest, less any
applicable withholding of taxes.
On December 30, 2014, Clearwater Merger Sub commenced the tender offer for the
Volcano shares in accordance with the Agreement and Plan of Merger, dated as of
December 16, 2014, by and among Volcano, Philips Holding USA Inc. and Clearwater
Merger Sub, Inc. ("Purchaser"). The offer is being extended because, as of
12:00 midnight, Eastern Time, on February 5, 2015, the condition (the "Taiwan
Regulatory Condition") to the tender offer regarding the clearance by the Taiwan
Fair Trade Commission ("TFTC") pursuant to Article 11 of the Fair Trade Act of
Taiwan had not been satisfied. The formal notification under such act was
submitted on December 29, 2014 and a supplemental filing was submitted on
January 15, 2015.
Philips currently expects the Taiwan Regulatory Condition to be satisfied on or
prior to midnight, local Taiwan time, on February 14, 2015 (one minute after
11:59 p.m., local Taiwan time, on February 13, 2015). All other applicable
regulatory clearances have already been satisfied.
As of 12:00 midnight, Eastern Time, on February 5, 2015, Purchaser had received
a preliminary number of tenders representing approximately 49,535,143 of the
outstanding Volcano shares (including 2,725,277 Volcano shares tendered pursuant
to guaranteed delivery procedures), which represented approximately 95.7 percent
of the outstanding Volcano shares.
For further information, please contact:
Philips:
Steve Klink
Philips Group Communications
Tel.: +31 6 1088 8824
E-mail: steve.klink(at)philips.com
Joost Akkermans
Philips Group Communications
Tel: +31 6 3175 8996
E-mail: joost.akkermans(at)philips.com
Vanessa Bruinsma-Kleijkers
Philips Investor Relations
Phone: +31 20 5977447
Email: investor.relations(at)philips.com
Leandro Mazzoni
Philips Investor Relations
Phone: +31 20 5977055
Email: investor.relations(at)philips.com
Volcano:
Jacquie Keller
Media Relations, Volcano Corporation
Tel: +1 858-720-4142
Email: jkeller(at)Volcanocorp.com
About Royal Philips
Royal Philips (NYSE: PHG, AEX: PHIA) is a diversified health and well-being
company, focused on improving people's lives through meaningful innovation in
the areas of Healthcare, Consumer Lifestyle and Lighting. Headquartered in the
Netherlands, Philips posted 2014 sales of EUR 21.4 billion and employs
approximately 105,000 employees with sales and services in more than 100
countries. The company is a leader in cardiac care, acute care and home
healthcare, energy efficient lighting solutions and new lighting applications,
as well as male shaving and grooming and oral healthcare. News from Philips is
located at www.philips.com/newscenter.
About Volcano Corporation
Through its multi-modality platform, Volcano is the global leader in
intravascular imaging for coronary and peripheral therapeutic devices. The
company's broad range of technologies makes imaging and therapy simpler, more
informative and less invasive and offers physicians and their patients around
the world with industry-leading tools that aid diagnosis and guide and provide
therapy. Founded in cardiovascular care and expanding into other specialties,
Volcano is focused on improving patient and economic outcomes. For more
information, visit the company's website at www.Volcanocorp.com.
Forward-looking statements
This release may contain certain forward-looking statements with respect to the
financial condition, results of operations and business of Philips and certain
of the plans and objectives of Philips with respect to these items, including
without limitation completion of the tender offer and merger and any expected
benefits of the merger, and certain forward-looking statements regarding
Volcano, including without limitation with respect to its business, the proposed
tender offer and merger, the expected timetable for completing the transaction,
and the strategic and other potential benefits of the transaction. Completion of
the tender offer and merger are subject to conditions, including satisfaction of
a minimum tender condition and the need for regulatory approvals, and there can
be no assurance that those conditions can be satisfied or that the transactions
described in this release (the "Transactions") will be completed or will be
completed when expected. Often, but not always, forward-looking statements can
be identified by the use of words such as "plans," "expects," "expected,"
"scheduled," "estimates," "intends," "anticipates," "projects," "potential,"
"continues" or "believes," or variations of such words and phrases or state that
certain actions, events, conditions, circumstances or results "may," "could,"
"should," "would," "might" or "will" be taken, occur or be achieved. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future and
there are many factors that could cause actual results and developments to
differ materially from those expressed or implied by these forward-looking
statements. These factors include, but are not limited to, (i) the risk that not
all conditions of the Offer or the merger will be satisfied or waived; (ii)
uncertainties regarding the two companies' ability to successfully market both
new and existing products; (iii) uncertainties relating to the anticipated
timing of filings and approvals relating to the Transactions; (iv) uncertainties
as to the timing of the tender offer and merger; (v) uncertainties as to how
many of Volcano's stockholders will tender their stock in the tender offer; (vi)
the possibility that competing offers will be made; (vii) the failure to
complete the tender offer or the merger in the timeframe expected by the parties
or at all; (viii) the outcome of legal proceedings that may be instituted
against Volcano and/or others relating to the Transactions; (ix) Volcano's
ability to maintain relationships with employees, customers, or suppliers;
(x) domestic and global economic and business conditions; (xi) developments
within the euro zone; (xii) the successful implementation of Philips' strategy
and the ability to realize the benefits of this strategy; (xiii) legal claims;
(xiv) changes in exchange and interest rates; (xv) changes in tax rates, raw
materials and employee costs; (xvi) the ability to successfully exit certain
businesses or restructure the operations; (xvii) the rate of technological
changes; (xviii) political, economic and other developments in countries where
Philips operates; (xix) industry consolidation and competition; and (xx) other
risk factors described in Volcano's Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q filed with the United States Securities and Exchange
Commission ("SEC"). Any forward-looking statements in this release are based
upon information known to Philips on the date of this announcement. Neither
Philips nor Volcano undertakes any obligation to publicly update or revise any
forward-looking statement, whether as a result of new information, future events
or otherwise.
Additional Information
This communication is neither an offer to purchase nor a solicitation of an
offer to sell any shares of common stock of Volcano or any other securities.
Philips has filed a tender offer statement on Schedule TO with the SEC and a
Solicitation/Recommendation Statement on Schedule 14D-9 has been filed with the
SEC by Volcano. The offer to purchase shares of Volcano common stock will only
be made pursuant to the offer to purchase, the letter of transmittal and related
documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ BOTH THE TENDER OFFER STATEMENT, AS FILED AND AS IT MAY BE AMENDED
FROM TIME TO TIME, AND THE SOLICITATION/ RECOMMENDATION STATEMENT, AS FILED AND
AS MAY BE AMENDED FROM TIME TO TIME, BECAUSE THEY CONTAIN IMPORTANT INFORMATION
REGARDING THE OFFER. Investors and security holders may obtain a free copy of
these statements and other documents filed with the SEC at the website
maintained by the SEC at www.sec.gov or by directing such requests to Georgeson
Inc., the Information Agent for the offer, at (866) 856-2826.
Royal Philips Press Release:
http://hugin.info/160833/R/1892146/670157.pdf
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Royal Philips via GlobeNewswire
[HUG#1892146]
Unternehmensinformation / Kurzprofil:
Datum: 05.02.2015 - 12:00 Uhr
Sprache: Deutsch
News-ID 369512
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contact information:
Town:
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Kategorie:
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