SurModics Announces Preliminary Results of its Modified Dutch Tender Offer
EDEN PRAIRIE, Minn.--(BUSINESS WIRE)--Sep. 6, 2012--
SurModics, Inc. (Nasdaq:SRDX), a leading provider of surface
modification and in vitro diagnostic technologies to the healthcare
industries, today announced the preliminary results of its modified
Dutch auction tender offer for up to $55.0 million in value of its
common stock, which expired at 5:00 p.m., New York City time, on
Wednesday, September 5, 2012. In accordance with the terms and
conditions of the tender offer, SurModics expects to acquire 2,894,736
shares of its common stock at a price of $19.00 per share, for an
aggregate cost of $55 million, excluding fees and expenses relating to
the tender offer. These shares represent approximately 16.5% of
SurModics’ currently outstanding common stock.
Based on the preliminary count by American Stock Transfer & Trust
Company, LLC, the Depositary for the tender offer, approximately 2.96
million shares of SurModics’ common stock were properly tendered and not
properly withdrawn at or below the purchase price of $19.00 per share.
Since the offer was oversubscribed, the number of shares that SurModics
will purchase from each tendering shareholder will be pro-rated. Based
upon the preliminary count by the Depositary of shares tendered,
SurModics estimates that the proration factor will be approximately
97.8%. The proration factor is a preliminary estimate and is subject to
change for a number of reasons, including if some or all of the shares
tendered through notices of guaranteed delivery are not delivered within
the applicable three trading day settlement period and the impact of
odd-lot tenders and conditional tenders. The final proration factor will
be announced promptly following completion of the verification process.
Promptly after such announcement, the Depositary will issue payment for
the shares validly tendered and accepted under the tender offer and will
return all other shares tendered. It is currently expected that payment
for all shares purchased will be made on or about September 10, 2012.
As of September 5, 2012, SurModics had approximately 17.54 million
shares of common stock outstanding. After giving effect to the results
of the tender offer, SurModics expects to have approximately 14.65
million shares of common stock outstanding.
Citigroup Global Markets Inc. is the dealer manager. MacKenzie Partners,
Inc. is the information agent and American Stock Transfer & Trust
Company is the depositary for the tender offer.
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
Source: SurModics, Inc.
Tim Arens, 952-500-7000
Vice President of
Finance and interim Chief Financial Officer