ATLANTA and IRVINE, Calif., May 3, 2011 /PRNewswire/ —
CryoLife, Inc. (NYSE:
CRY), an implantable biological medical device and
cardiovascular tissue processing company, today announced the
completion of its tender offer, through its wholly owned subsidiary
CL Falcon, Inc., for 49.9 percent of the outstanding shares of
Cardiogenesis Corporation (“Cardiogenesis”) (OTCQB: CGCP).
The tender offer expired at 12:00 midnight, Eastern Time, at
the end of the day on Monday, May 2, 2011.
Based on information provided by Computershare Inc., the
depositary and paying agent for the tender offer, a total of
38,482,022 shares of Cardiogenesis’ common stock,
representing approximately 82.6 percent of Cardiogenesis’
outstanding common stock, were validly tendered and not withdrawn
in the tender offer. In addition, there are 318,892 shares
subject to guaranteed delivery. Of those shares tendered,
23,221,166 shares of Cardiogenesis common stock, representing
approximately 49.9 percent of Cardiogenesis’ outstanding common
stock, were acquired in the tender offer. As of May 2, 2011,
Cardiogenesis had 46,535,403 shares of common stock outstanding.
CryoLife will pay an aggregate of approximately $10,612,071
in cash, or $0.457 per share less applicable withholdings, for the
shares acquired in the tender offer.
As previously announced, CryoLife is seeking to acquire not more
than 49.9 percent of the outstanding Cardiogenesis shares. As
a result, the depositary will apply a to be determined proration
factor, representing the percentage of each tendering shareholder’s
shares that will be accepted in the Offer. The remaining
shares will be returned to the shareholder.
CryoLife intends to acquire the remaining outstanding shares of
Cardiogenesis through a merger. The consideration in the
merger will also be $0.457 per share, les