Key Developments For HealthTronics, Inc.
HealthTronics, Inc. (HTRN.O) (Nasdaq)
HealthTronics Inc. Completes Acquisition Of Endocare, Inc.
HealthTronics Inc. announced that it has successfully completed its previously-announced exchange offer for all of the outstanding shares of common stock of Endocare, Inc., a specialty medical device company, and subsequently completed its acquisition of Endocare by a short-form merger of Endocare into a wholly-owned subsidiary of HealthTronics. A total of 11.36 million Endocare shares, representing approximately 91.1% of Endocare's outstanding common stock, were validly tendered and acquired in the exchange offer. Of these shares, approximately 22.9% were tendered for cash consideration and approximately 77.1% were tendered for HealthTronics common stock consideration, and therefore the stock election is oversubscribed. As a result, Endocare stockholders who elected cash consideration will receive cash and Endocare stockholders who elected stock consideration will receive, on a per Endocare share basis, approximately 0.7548 of a share of HealthTronics common stock and approximately $0.04 in cash.
HealthTronics Inc. Announces Preliminary Results of Exchange Offer For Endocare, Inc.
HealthTronics Inc. announced that its previously announced exchange offer for all outstanding shares of common stock of Endocare, Inc. expired as scheduled at 5:00 p.m., New York City time, on July 21, 2009. At the time of expiration of the exchange offer, approximately 10,817,317 Endocare shares, representing approximately 90.7% of Endocare's outstanding common stock, had been tendered. Of the shares tendered, 290,760 shares, representing approximately 2.4% of Endocare's outstanding common stock, were tendered pursuant to notices of guaranteed delivery. Based on the preliminary exchange offer results, approximately 77% of the Endocare shares tendered were tendered for HealthTronics common stock and approximately 23% of the Endocare shares tendered were tendered for cash. Under the terms of the exchange offer, only up to 75% of Endocare shares tendered can be tendered for HealthTronics common stock, and therefore it is expected that proration of HealthTronics common stock elections will be required. The exact number of Endocare shares validly tendered, and any proration required based on the elections made by the tendering Endocare stockholders, will not be known until the guaranteed delivery period ends at 5:00 p.m. New York City time on July 24, 2009. In addition, holders of all Endocare restricted stock units and deferred stock units have tendered their shares of Endocare common stock underlying such units.
HealthTronics Inc. Commences Exchange Offer For Endocare, Inc. Shares
HealthTronics Inc. and Endocare, Inc. announced that HealthTronics has commenced an exchange offer for all of the outstanding shares of Endocare common stock pursuant to their previously announced definitive agreement dated June 7, 2009. Subject to the terms and conditions of the exchange offer, Endocare stockholders who validly tender their shares may elect to receive for each share of Endocare common stock they tender in the exchange offer either (i) $1.35 in cash, without interest, provided that the cash consideration does not exceed 50% of the total consideration or (ii) 0.7764 of a share of common stock of HealthTronics, provided that the stock consideration does not exceed 75% of the total consideration, subject to adjustment and proration. The exchange offer is scheduled to expire at 5:00 p.m., New York City time, on July 21, 2009, unless extended.
HealthTronics Inc. Signs Definitive Merger Agreement With Endocare
HealthTronics Inc. and Endocare, Inc. announced that they have entered into a definitive merger agreement that has been unanimously approved by the boards of directors of each company. Prior to entering into the merger agreement with HealthTronics, Endocare terminated its merger agreement with Galil Medical Ltd. and the related private placement of its common stock on the basis that not all of the closing conditions to the merger are capable of being fulfilled. Under the terms of the new merger agreement, HealthTronics has agreed to acquire all of the outstanding shares of Endocare common stock pursuant to an exchange offer in which Endocare stockholders can elect to receive for each Endocare share $1.35 per share in cash, provided that the cash consideration does not exceed 50% of the total consideration, or 0.7764 shares of HeathTronics' stock, provided that the stock consideration does not exceed 75% of the total consideration. The exchange offer is subject to customary closing conditions, including the tender of at least a majority of the outstanding shares of Endocare common stock on a fully diluted basis, and is expected to close in the third quarter of 2009. Following completion of the exchange offer, Endocare will merge into a wholly owned subsidiary of HealthTronics and the Endocare shares not acquired in the exchange offer will convert into the right to receive the same consideration as paid in the exchange offer.
HealthTronics Inc. Issues Q3 2008 EPS Outlook In Line With Analysts' Estimates; Reiterates FY 2008 Outlook
HealthTronics Inc. announced that for third quarter 2008, it expects earnings per share (EPS) to be $0.03 per share. For fiscal 2008, the Company reaffirms its previously-announced guidance for revenues and adjusted EBITDA. According to Reuters Estimates, analysts on an average are expecting the Company to report EPS of $0.03 for third quarter 2008.
