EDEN PRAIRIE, Minn.--(BUSINESS WIRE)--Aug. 6, 2012--
SurModics, Inc. (Nasdaq:SRDX), a leading provider of surface
modification and in vitro diagnostic technologies to the healthcare
industries, today announced it has commenced a tender offer to purchase
up to $55 million of its common stock through a modified “Dutch auction”
tender offer, at a price per share not less than $17.00 and not greater
than $19.00. On August 3, 2012, the last reported sale price of
SurModics’ Common Stock was $17.57 per share, with an average closing
price of $15.79 over the last three months. If the tender offer is fully
subscribed, the Company will purchase shares representing approximately
16.5% to 18.4% of the Company’s outstanding shares of common stock as of
July 31, 2012. The tender offer will expire at 5:00 p.m., Eastern
Daylight Time, on September 5, 2012, unless the offer is extended.
A modified “Dutch auction” tender offer allows shareholders to indicate
how many shares and at what price within the Company’s specified range
they wish to tender. Based on the number of shares tendered and the
prices specified by the tendering shareholders, the Company will
determine the lowest price per share within the range that will enable
the Company to purchase $55 million of its common stock (or a lower
amount if the offer is not fully subscribed). All shares purchased by
the Company in the tender offer will be purchased at the same price. The
Company will not purchase stock below a shareholder’s indicated price,
and in some cases, the Company may actually purchase shares at a price
that is above a shareholder’s indicated price under the terms of the
tender offer.
The Company expects to fund the share purchases in the tender offer
through its current cash and investments, which as of June 30, 2012
totaled $108.2 million. The tender offer will not be conditioned upon
any minimum number of shares being tendered, but will be subject to
other customary conditions that are described in the tender offer
documents. The tender offer documents, which will be distributed to the
shareholders beginning on August 6, 2012, will contain specific
tendering instructions and a complete explanation of the tender offer’s
terms and conditions.
Citigroup Global Markets Inc. will serve as dealer manager for the
tender offer. MacKenzie Partners, Inc. will serve as information agent
for the tender offer and American Stock Transfer & Trust Company will
serve as the depositary for the tender offer.
Tender Offer Statement
This press release is for informational purposes only and is not an
offer to buy or the solicitation of an offer to sell any shares of
common stock of SurModics. Neither SurModics, its directors, the dealer
manager, the information agent nor the depositary makes any
recommendation as to whether to tender shares or as to the price at
which to tender them. Shareholders will be able to obtain free copies of
the offer to purchase, related materials filed by the Company as part of
the statement on Schedule TO and other documents filed with the
Securities and Exchange Commission through the SEC’s internet address at www.sec.gov
or from SurModics’ website at www.surmodics.com.
Shareholders are urged to carefully read these materials prior to
making any decision with respect to the tender offer. Shareholders
and investors who have questions or need assistance may call Citigroup
Global Markets Inc. toll-free at 877-531-8365 or MacKenzie Partners,
Inc. toll-free at 800-322-2885.
About SurModics, Inc.
SurModics’ mission is to exceed our customers’ expectations and enhance
the well-being of patients by providing the world’s foremost, innovative
surface modification technologies and in vitro diagnostic
chemical components. The Company partners with the world’s leading and
emerging medical device, diagnostic and life science companies to
develop and commercialize innovative products designed to improve
patient diagnosis and treatment. Core offerings include surface
modification coating technologies that impart lubricity, prohealing, and
biocompatibility capabilities; and components for in vitro
diagnostic test kits and microarrays. SurModics is headquartered in Eden
Prairie, Minnesota.
Forward-Looking Statements
This press release contains forward-looking statements. Statements about
the planned “Dutch auction” tender offer, including the expected timing
and size are forward-looking statements. Forward-looking statements
involve inherent risks and uncertainties, and important factors could
cause actual results to differ materially from those anticipated. The
actual timing, size and success of the planned tender offer are subject
to a number of factors, including (1) developments or changes in
economic or market conditions, (2) developments or changes in the
securities markets, (3) developments or changes in the business or
condition of the Company, or in our cash flows, (4) the prices at which
we ultimately determine to offer to purchase shares in the planned
tender offer and the number of shares properly tendered in the tender
offer; and (5) the factors identified under "Risk Factors" in Part I,
Item 1A of our Annual Report on Form 10-K for the fiscal year ended
September 30, 2011, and updated in our subsequent reports filed with the
SEC. These reports are available in the Investors section of our website
at www.surmodics.com
and at the SEC website at www.sec.gov.
Forward-looking statements speak only as of the date they are made, and
we undertake no obligation to update them in light of new information or
future events.
Source: SurModics, Inc.
SurModics, Inc.
Tim Arens, 952-500-7000
Vice President of
Finance and Interim Chief Financial Officer
