Sorin and Cyberonics Unveil Name of Combined Company: LivaNova(TM)
Sorin S.p.A., (MIL:SRN) (MTA; Reuters Code: SORN.MI “Sorin”), a global
medical device company and a leader in the treatment of cardiovascular
diseases, and Cyberonics, Inc. (NASDAQ: CYBX, “Cyberonics”), a medical
device company with core expertise in neuromodulation, today unveiled
LivaNova
as the name of their combined company, effective at the close of their
proposed merger.
The name was chosen through a comprehensive market research process,
including participation by employees of both companies worldwide, which
produced several thousand proposed names. LivaNova embodies the spirit
that will infuse the new company and evokes the essence of what makes
the combination unique.
“LivaNova combines a derivation of the English word life with the
Latin word for new, embodying our core mission of extending and
enhancing life for patients,” said André-Michel Ballester, Sorin’s Chief
Executive Officer and designated Chief Executive Officer of LivaNova.
“Building on Sorin’s and Cyberonics’ strong legacies of medical
innovation, our new name demonstrates our commitment to develop and
deliver breakthrough therapeutic solutions for the benefit of patients
and healthcare professionals.”
“The announcement of the LivaNova brand name marks another important
step in combining our efforts as part of a global, unified company,”
said Dan Moore, Cyberonics’ Chief Executive Officer and designated
Chairman of LivaNova. “LivaNova will be at the forefront of
technological innovation in more than 100 countries, so it is important
that the combined company’s name effectively communicates our vision to
extend and enhance people’s lives with cutting-edge medical technology.”
LivaNova will operate as three business units: Cardiac Surgery, Cardiac
Rhythm Management and Neuromodulation, with operating headquarters in
Mirandola (Italy), Clamart (France) and Houston (U.S.) respectively. The
company will have a presence in over 100 countries around the world with
approximately 4,500 employees.
Until the closing of the transaction, both companies will continue to
operate separately under their current brand names and leadership
structures. As previously announced, the transaction is expected to be
completed by the end of the third calendar quarter of 2015 and is
subject to approval by Cyberonics’ stockholders, the receipt of required
regulatory clearances, and other customary closing conditions. The
cross-border merger of Sorin with and into Livanova plc (formerly called
Sand Holdco PLC) (“HoldCo”), the new company that was formed to acquire
both Cyberonics and Sorin as part of the proposed merger, was approved
by Sorin’s shareholders at its extraordinary shareholders’ meeting held
on May 26, 2015.
About Sorin Group
Sorin (www.sorin.com)
is a global, medical device company and a leader in the treatment of
cardiovascular diseases. Sorin develops, manufactures, and markets
medical technologies for cardiac surgery and for the treatment of
cardiac rhythm disorders. With approximately 3,900 employees worldwide,
Sorin focuses on two major therapeutic areas: Cardiac Surgery
(cardiopulmonary products for open heart surgery and heart valve repair
or replacement products) and Cardiac Rhythm Management (pacemakers,
defibrillators and non invasive monitoring to diagnose and deliver
anti-arrhythmia therapies as well as cardiac resynchronization devices
for heart failure treatment). Every year, over one million patients are
treated with Sorin devices in more than 100 countries.
About Cyberonics
Cyberonics (www.cyberonics.com)
is a medical device company with core expertise in neuromodulation. The
company developed and markets the Vagus Nerve Stimulation (VNS) Therapy
System, which is FDA-approved for the treatment of refractory epilepsy
and treatment-resistant depression. The VNS Therapy® System
uses a surgically implanted medical device that delivers pulsed
electrical signals to the vagus nerve. Cyberonics markets the VNS
Therapy system in selected markets worldwide. Cyberonics also has CE
Mark for the VITARIA™ System, providing autonomic regulation therapy for
chronic heart failure.
Important Information for Investors
This press release is for informational purposes only and is not
intended to and does not constitute an offer to sell or the solicitation
of an offer to subscribe for or buy or an invitation to purchase or
subscribe for any securities or the solicitation of any vote in any
jurisdiction pursuant to the proposed transactions or otherwise, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. No offer of securities
shall be made except by means of a prospectus meeting the requirements
of Section 10 of the United States Securities Act of 1933, as amended
(the “Securities Act”), and applicable European regulations. Subject to
certain exceptions to be approved by the relevant regulators or certain
facts to be ascertained, the public offer will not be made directly or
indirectly, in or into any jurisdiction where to do so would constitute
a violation of the laws of such jurisdiction, or by use of the mails or
by any means or instrumentality (including without limitation, facsimile
transmission, telephone and the internet) of interstate or foreign
commerce, or any facility of a national securities exchange, of any such
jurisdiction. This communication does not represent an investment
solicitation in Italy, pursuant to Section 1, letter (t) of Legislative
Decree no. 58 of February 24, 1998, as amended.
HoldCo has filed with the United States Securities and Exchange
Commission (the “SEC”) a registration statement on Form S-4, which
includes a preliminary proxy statement of Cyberonics, Inc.
(“Cyberonics”) that also constitutes a preliminary prospectus of HoldCo
(the “proxy statement/prospectus”). A definitive proxy
statement/prospectus will be delivered as required by applicable law
after the registration statement on Form S-4 is declared effective by
the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE
PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY, WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SORIN
S.P.A., CYBERONICS, HOLDCO, THE PROPOSED TRANSACTIONS AND RELATED
MATTERS.
Investors and shareholders are able to obtain free copies of the
definitive proxy statement/prospectus (once it becomes available) and
other documents filed with the SEC by the parties through the website
maintained by the SEC at www.sec.gov.
In addition, investors and shareholders will be able to obtain free
copies of the definitive proxy statement/prospectus and other documents
filed with the SEC (1) on Cyberonics’ website at www.cyberonics.com
within the “Investor Relations” section or by contacting Cyberonics’
Investor Relations through its website at www.cyberonics.com
(for documents to be made available to Cyberonics shareholders) or (2)
on Sorin’s website at www.sorin.com
(for documents to be made available to Sorin shareholders).
The release, publication or distribution of this press release in
certain jurisdictions may be restricted by law, and therefore persons in
such jurisdictions into which this communication is released, published
or distributed should inform themselves about and observe such
restrictions.
Italian CONSOB Regulation No. 11971 of May 14, 1999
Prior to the extraordinary meeting of Sorin shareholders, Sorin has
voluntarily made available an information document pursuant to Article
70, paragraph 6, of the CONSOB Regulation on Issuers (CONSOB Regulation
no. 11971 of May 14, 1999, as amended), in accordance with applicable
terms.
Italian CONSOB Regulation No. 17221 of March 10, 2010
Pursuant to Article 6 of the CONSOB Regulation no. 17221 of March 12,
2010 (as amended, the “CONSOB Regulation”), HoldCo is a related party of
Sorin, being a wholly owned subsidiary of Sorin. The merger agreement
providing for the terms and conditions of the transaction, which exceeds
the thresholds for “significant transactions” pursuant to the
Regulation, was approved unanimously by the board of directors of Sorin.
The merger agreement and the merger of Sorin into HoldCo are subject to
the exemption set forth in Article 14 of the CONSOB Regulation and
Article [13.1.(v)] of the “Procedura per operazioni con parti correlate”
(“Procedures for transactions with related parties”) adopted by Sorin on
October 26, 2010 and published on its website (www.sorin.com).
Pursuant to this exemption, Sorin has not and will not publish an
information document (documento informativo) for related party
transactions as provided by Article 5 of the CONSOB Regulation.
Participants in the Distribution
Sorin, Cyberonics and HoldCo and their respective directors and
executive officers may be deemed to be participants in the solicitation
of proxies from the shareholders of Cyberonics with respect to the
proposed transactions contemplated by the proxy statement/prospectus.
Information regarding the persons who are, under the rules of the SEC,
participants in the solicitation of proxies from the shareholders of
Cyberonics in connection with the proposed transactions, including a
description of their direct or indirect interests, on account of
security holdings or otherwise, will be set forth in the definitive
proxy statement/prospectus filed with the SEC. Information regarding
Cyberonics’s directors and executive officers is contained in
Cyberonics’s Annual Report on Form 10-K for the year ended on April 25,
2014 and its Proxy Statement on Schedule 14A, dated July 30, 2014, which
are filed with the SEC and can be obtained free of charge from the
sources indicated above.
Cautionary Statement Regarding Forward Looking Statements
This communication contains forward-looking statements (including within
the meaning of Section 21E of the United States Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and Section 27A of the
Securities Act) concerning Cyberonics, Sorin, HoldCo, the proposed
transactions and other matters. These statements may discuss goals,
intentions and expectations as to future plans, trends, events, results
of operations or financial condition, or otherwise. They are based on
current beliefs of the management of Cyberonics, Sorin, and HoldCo as
well as assumptions made by, and information currently available to,
such management, and therefore, you are cautioned not to place undue
reliance on them. These forward-looking statements are subject to
various risks and uncertainties, many of which are outside the parties’
control. No forward-looking statement can be guaranteed, and actual
results may differ materially from those projected. None of Cyberonics,
Sorin or HoldCo undertake any obligation to publicly update any
forward-looking statement, whether as a result of new information,
future events or otherwise, except to the extent required by law.
Forward-looking statements are not historical facts, but rather are
based on current expectations, estimates, assumptions and projections
about the business and future financial results of the medical device
industry, and other legal, regulatory and economic developments. We use
words such as “anticipates,” “believes,” “plans,” “expects,” “projects,”
“future,” “intends,” “may,” “will,” “should,” “could,” “estimates,”
“predicts,” “potential,” “continue,” “guidance,” and similar expressions
to identify these forward-looking statements that are intended to be
covered by the applicable safe harbor provisions of the Exchange Act and
the Securities Act described above. Factors that could cause actual
results to differ materially from those in the forward-looking
statements include the failure to obtain applicable regulatory or
shareholder approvals in a timely manner or otherwise, or the
requirement to accept conditions that could reduce the anticipated
benefits of the proposed transactions as a condition to obtaining
regulatory approvals; the failure to satisfy other closing conditions to
the proposed transactions; the length of time necessary to consummate
the proposed transactions, which may be longer than anticipated for
various reasons; risks that the new businesses will not be integrated
successfully or that the combined companies will not realize estimated
cost savings, value of certain tax assets, synergies and growth, or that
such benefits may take longer to realize than expected; the inability of
Cyberonics, Sorin, and HoldCo to meet expectations regarding the timing,
completion and accounting and tax treatments with respect to the
proposed transactions; risks relating to unanticipated costs of
integration, including operating costs, customer loss or business
disruption being greater than expected; reductions in customer spending,
a slowdown in customer payments and changes in customer demand for
products and services; unanticipated changes relating to competitive
factors in the industries in which the companies operate; the ability to
hire and retain key personnel; the potential impact of announcement or
consummation of the proposed transactions on relationships with third
parties, including customers, employees and competitors; the ability to
attract new customers and retain existing customers in the manner
anticipated; reliance on and integration of information technology
systems; changes in legislation or governmental regulations affecting
the companies; international, national or local economic, social or
political conditions that could adversely affect the companies or their
customers; conditions in the credit markets; risks to the industries in
which Cyberonics and Sorin operate that are described in the “Risk
Factors” section of the Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q and other documents filed from time to time with the SEC by
Cyberonics and HoldCo and the analogous section from Sorin’s annual
reports and other documents filed from time to time with the Italian
financial market regulator (CONSOB) by Sorin; risks associated with
assumptions the parties make in connection with the parties’ critical
accounting estimates and legal proceedings; the parties’ international
operations, which are subject to the risks of currency fluctuations and
foreign exchange controls; and the potential of international unrest,
economic downturn or effects of currencies, tax assessments, tax
adjustments, anticipated tax rates, raw material costs or availability,
benefit or retirement plan costs, or other regulatory compliance costs.
The foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and uncertainties
that affect the parties’ businesses, including those described in
Cyberonics’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and other documents filed from time to time
with the SEC by Cyberonics and HoldCo and those described in Sorin’s
annual reports, registration documents and other documents filed from
time to time with CONSOB by Sorin. Nothing in this communication is
intended, or is to be construed, as a profit forecast or to be
interpreted to mean that earnings per Sorin share or Cyberonics share
for the current or any future financial years or those of the combined
group, will necessarily match or exceed the historical published
earnings per Sorin share or Cyberonics share, as applicable. None of
Cyberonics, Sorin andHoldCo gives any assurance (1) that any of
Cyberonics, Sorin or HoldCo will achieve its expectations, or (2)
concerning any result or the timing thereof, in each case, with respect
to any regulatory action, administrative proceedings, government
investigations, litigation, warning letters, consent decree, cost
reductions, business strategies, earnings or revenue trends or future
financial results.
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