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Bayer subsidiary Medrad acquires Possis Medical
Leverkusen / Pittsburgh – Bayer HealthCare affiliate Medrad, Inc. has completed its tender offer for the outstanding shares of Possis Medical, Inc.
According to the depositary for the offer, a total of 15,835,892 Possis Medical shares had been validly tendered in the offer as of the expiration of the subsequent offer period at 5:00 p.m. Eastern Standard Time on April 1, 2008. This represents approximately 93.0 percent of the outstanding shares. Medrad, through its wholly owned subsidiary Phoenix Acquisition Corp., accepted for purchase all shares that were validly tendered in the offer.
The merger of Possis Medical with Medrad’s wholly owned subsidiary Phoenix Acquisition Corp. took place immediately thereafter. In the merger, each outstanding Possis Medical share not tendered and purchased in the offer (other than those as to which holders properly exercised appraisal rights) was automatically converted pursuant to local law into the right to receive the same US$ 19.50 per share, net to the seller in cash, without interest thereon and subject to reduction for any applicable withholding taxes, that was paid in the tender offer. As a result of the merger, Possis Medical became a wholly-owned subsidiary of Medrad. Following the merger, Possis Medical’s common stock ceased to be traded on the NASDAQ.
Medrad develops and markets contrast agent injection systems for the diagnosis of cardiovascular diseases and other disorders, while Possis Medical offers mechanical thrombectomy systems to treat constricted or blocked arteries and veins. The merger of the two sales organizations, which complement each other very well, and their respective target groups will create a company that is well positioned in both areas.
According to the depositary for the offer, a total of 15,835,892 Possis Medical shares had been validly tendered in the offer as of the expiration of the subsequent offer period at 5:00 p.m. Eastern Standard Time on April 1, 2008. This represents approximately 93.0 percent of the outstanding shares. Medrad, through its wholly owned subsidiary Phoenix Acquisition Corp., accepted for purchase all shares that were validly tendered in the offer.
The merger of Possis Medical with Medrad’s wholly owned subsidiary Phoenix Acquisition Corp. took place immediately thereafter. In the merger, each outstanding Possis Medical share not tendered and purchased in the offer (other than those as to which holders properly exercised appraisal rights) was automatically converted pursuant to local law into the right to receive the same US$ 19.50 per share, net to the seller in cash, without interest thereon and subject to reduction for any applicable withholding taxes, that was paid in the tender offer. As a result of the merger, Possis Medical became a wholly-owned subsidiary of Medrad. Following the merger, Possis Medical’s common stock ceased to be traded on the NASDAQ.
Medrad develops and markets contrast agent injection systems for the diagnosis of cardiovascular diseases and other disorders, while Possis Medical offers mechanical thrombectomy systems to treat constricted or blocked arteries and veins. The merger of the two sales organizations, which complement each other very well, and their respective target groups will create a company that is well positioned in both areas.
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