Article
Valeant Pharmaceuticals International has announced the expiration of the tender offer to purchase all of the outstanding shares of Synergetics USA.
PRESS RELEASE
LAVAL, Quebec
,
Oct. 15, 2015
/PRNewswire/ --
Valeant Pharmaceuticals International, Inc.
(NYSE: VRX) (TSX: VRX) ("Valeant") today announced the expiration of the tender offer (the "Offer") by a subsidiary of
Valeant Pharmaceuticals International
("VPI") to purchase all of the outstanding shares of
Synergetics USA, Inc.
(NASDAQ: SURG) ("
Synergetics
"), at a price per share of
$6.50
, net to the holder in cash (less any applicable withholding taxes and without interest), plus one contractual contingent value right ("CVR") per share, which represents the right to receive up to two contingent payments, if any, of up to
$1.00
in the aggregate net to the holder in cash (less any applicable withholding taxes and without interest) upon the achievement of certain specified milestones.
The Offer expired at
11:59 p.m.
New York City
time, on
October 14, 2015
. American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, has advised that, as of the expiration of the Offer, a total of 18,271,479 shares had been tendered into and not withdrawn from the Offer, representing approximately 72.1% of
Synergetics'
outstanding shares. Additionally, the depositary has advised that an additional 2,978,556 shares had been tendered by notice of guaranteed delivery, representing approximately 11.8% of
Synergetics'
outstanding shares. The condition to the Offer that at least a majority of the outstanding shares of
Synergetics
common stock (on a fully diluted basis), not including shares tendered pursuant to procedures for guaranteed delivery and not yet delivered, be validly tendered and not properly withdrawn prior to the expiration of the Offer has been satisfied. Accordingly, all shares that were validly tendered and not properly withdrawn were accepted for payment and Valeant will promptly pay for all such tendered shares in accordance with the terms of the Offer. As a result of the tenders, Valeant will own a majority of the outstanding
Synergetics
shares (on a fully diluted basis), not including shares tendered pursuant to procedures for guaranteed delivery and not yet delivered, and expects to complete today the acquisition of
Synergetics
through a merger without a vote of
Synergetics
stockholders pursuant to Section 251(h) of the Delaware General Corporation Law.
As a result of the merger,
Synergetics
will become a wholly owned subsidiary of VPI. In the merger, each remaining share of
Synergetics
that was not validly tendered in the Offer will be cancelled and converted into the right to receive the same price per share of
$6.50
in cash (less any applicable withholding taxes and without interest) and one CVR, each without interest and less any applicable withholding taxes that was paid in the Offer. Following completion of the merger, the common stock of
Synergetics
will no longer be listed for trading on the
NASDAQ Capital Market
, which is expected to take effect as of the close of the market today.