Key Developments For I-Flow Corporation
I-Flow Corporation (IFLO.O) (Consolidated Issue listed on NASDAQ Global Market)
Kimberly-Clark Corporation Completes Tender Offer For I-Flow Corporation
Kimberly-Clark Corporation announced that the depositary for its tender offer for all the outstanding common stock of I-Flow Corporation, has advised that as of the expiration of the tender offer, stockholders of I-Flow tendered approximately 22,407,901 shares, representing approximately 90.8% of I-Flow's outstanding shares. The tender offer expired at 5:00 p.m., New York City time, on November 23, 2009 and was not extended. According to the terms of the tender offer, all shares that were validly tendered have been accepted for payment. Kimberly-Clark intends to complete the acquisition of all remaining shares of I-Flow through a merger by close of business on November 24, 2009. In the merger, each of the remaining shares of I-Flow common stock will be converted into the right to receive $12.65 per share, in cash, without interest and less any required withholding taxes, which is the same amount per share paid in the tender offer. The offer was conducted through Boxer Acquisition, Inc., a wholly owned subsidiary of Kimberly-Clark. As a result of the purchase of the shares in the tender offer, Boxer Acquisition has sufficient voting power to approve the merger without the affirmative vote of any other I-Flow stockholder. Following the completion of the merger, I-Flow will operate as part of Kimberly-Clark Health Care, and I-Flow's common stock will no longer list on NASDAQ.
Kimberly-Clark Corporation Completes Initial Tender Offer For I-Flow Corporation
Kimberly-Clark Corporation announced that the initial offering period of its tender offer for all outstanding shares of common stock of I-Flow Corporation expired on November 17, 2009. The offer was conducted through Boxer Acquisition, Inc., a wholly owned subsidiary of Kimberly-Clark. The depositary for the tender offer has advised Kimberly-Clark that, as of the expiration of the initial offering period, a total of approximately 21,279,272 shares of I-Flow common stock were validly tendered and not validly withdrawn, representing approximately 87.1 percent of the outstanding shares of I-Flow common stock. Kimberly-Clark also announced that it is commencing through Boxer Acquisition, Inc. a subsequent offering period of its tender offer to acquire all remaining shares of I-Flow common stock. This subsequent offering period will expire on November 23, 2009, unless extended.
Arnold & Itkin Announces Lawsuit Against I-Flow Corporation Over Defective Pain Pumps
The law firm Arnold & Itkin LLP has filed five lawsuits against the makers of pain pumps and related medications based on claims that many of the companies' defective devices are causing irreversible shoulder damage among patients. Currently, the attorneys at Arnold & Itkin are representing 28 people who received pain pumps to manage pain following shoulder surgery. According to the lawsuits, pain pump manufacturers were denied approval by the U.S. Food and Drug Administration to use the pumps to mitigate pain in shoulder joints, but the companies continued to promote their use in that way. Many former pain pump users say the companies were negligent in designing, researching and selling pain pumps that they should have known were dangerous. The legal filings include claims of fraud, breach of warranty and products liability against the defendant manufacturers. Plaintiffs allege that the pain pumps cause postarthroscopic glenohumeral chondrolysis (PAGCL), the progressive destruction of cartilage in the glenohumeral joint connecting the arm to the shoulder. Without the cartilage, bones grind together causing excruciating pain. Named as defendants are several pain pump manufacturers, including Stryker Corporation, Orthofix International N.V., I-Flow Corporation, Moog Inc., Sgarlato R.P. Inc., Breg Inc., Linvatec Corp., and DJO Inc. The lawsuits also name several pharmaceutical companies, including AstraZeneca PLC, Abbott Laboratories, APP Pharmaceuticals and Hospira, Inc.
Kimberly-Clark Corporation Announces Regulatory Clearance For Its Planned Acquisition of I-Flow Corporation
Kimberly-Clark Corporation announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act with respect to its previously announced planned acquisition of I-Flow Corporation. Kimberly-Clark initiated a cash tender offer on October 20, 2009 to purchase all outstanding shares of I-Flow common stock. The tender offer will expire at midnight on November 17, 2009, unless extended in accordance with the terms of the merger agreement with I-Flow and the applicable rules and regulations of the U.S. Securities and Exchange Commission (SEC). Termination of the waiting period satisfies one of the conditions to the closing of the tender offer. The closing of the tender offer also is conditioned on the tender of a majority of the outstanding shares of I-Flow Corporation's common stock on a fully diluted basis and the satisfaction of other customary closing conditions. Upon the closing of the tender offer, stockholders of I-Flow will receive $12.65 in cash for each share of I-Flow common stock tendered in the offer, without interest and less any required withholding taxes. Following the purchase of shares in the tender offer, I-Flow will operate as part of Kimberly-Clark Health Care.
Kimberly-Clark Corporation Begins Tender Offer to Acquire I-Flow Corporation
Kimberly-Clark Corporation announced that it will commence a cash tender offer to purchase all outstanding shares of common stock of I-Flow Corporation. On October 9, 2009, the companies previously announced a definitive agreement whereby Kimberly-Clark would acquire I-Flow in a cash tender offer and subsequent merger for approximately $324 million on a fully diluted basis. Upon the successful closing of the tender offer, stockholders of I-Flow will receive $12.65 in cash for each share of I-Flow common stock tendered in the offer, without interest and less any required withholding taxes. If more than 50% but less than all of the outstanding shares of I-Flow common stock are tendered, and all other closing conditions are satisfied, any remaining shares not tendered will be converted into the right to receive the same consideration in cash in connection with a merger of Kimberly-Clark's merger subsidiary into I-Flow. Following the purchase of shares in the tender offer, I-Flow will operate as part of Kimberly-Clark Health Care, a global business segment of Kimberly-Clark Corporation, with net sales of more than $1 billion. The tender offer will expire at midnight on November 17, 2009, unless extended in accordance with the merger agreement and the applicable rules and regulations of the SEC.
