ev3 Inc. Agrees to Settle Stockholder Litigation
06 Julho 2010 - 6:15PM
ev3 Inc. (Nasdaq:EVVV), a global endovascular device company, today
announced that it has reached an agreement with the plaintiffs to
settle the claims asserted in the purported stockholder class
action lawsuits related to Covidien's proposed acquisition of ev3.
The cases are being heard in the District Court for the State of
Minnesota, Hennepin County and the Court of Chancery of the State
of Delaware.
On July 2, 2010, ev3 and the other defendants and the plaintiffs
in the lawsuits executed a memorandum of understanding to settle
all claims asserted in the lawsuits, subject to, among other
things, confirmation from plaintiffs' counsel following
confirmatory discovery, that the proposed settlement is fair,
adequate and reasonable, the execution of a stipulation of
settlement, and approval by the Chancery Court of the State of
Delaware. The memorandum of understanding provides, among
other things, that ev3 shall make supplemental disclosures to its
Solicitation/Recommendation Statement on Schedule 14D-9 and make
certain amendments to the merger agreement related to Covidien's
proposed acquisition of ev3. Later today, ev3 will file an
amendment to its Schedule 14D-9 with the Securities and Exchange
Commission (SEC) to make such disclosures.
On June 11, 2010, Covidien commenced its tender offer to acquire
all the outstanding shares of common stock of ev3 at a price of
$22.50 per share in cash. The tender offer is scheduled to
expire at 12:00 midnight, New York City time, at the end of the day
on Friday, July 9, 2010, unless it is extended. The ev3 board
of directors has unanimously recommended that ev3 stockholders
accept the tender offer, tender their shares of ev3 common stock in
the tender offer, and if necessary, adopt the merger agreement.
Complete terms and conditions of the tender offer are set forth
in the offer to purchase, letter of transmittal and other related
materials filed with the SEC by Covidien Group S.a.r.l. and COV
Delaware Corporation on June 11, 2010 with the tender offer
statement on Schedule TO, as amended.
About ev3 Inc.
Since its founding in 2000, ev3 has been dedicated to developing
breakthrough and clinically proven technologies for the
endovascular treatment of peripheral vascular and neurovascular
diseases. The company offers a comprehensive portfolio of
treatment options, including the primary interventional
technologies used today -- plaque excision systems, peripheral
angioplasty balloons, stents, embolic protection devices, liquid
embolics, embolization coils, flow diversion, thrombectomy
catheters and occlusion balloons. More information about the
company and its products can be found at http://www.ev3.net.
ev3 and the ev3 logo are trademarks of ev3 Inc. and its
subsidiaries, registered in the U.S. and other countries.
Forward-Looking Statements
This release contains forward-looking statements that are not
historical facts. ev3 has identified some of these forward-looking
statements with words like "believe," "may," "could," "would,"
"might," "possible," "will," "should," "expect," "intend," "plan,"
"anticipate," or "continue," the negative of these words, other
terms of similar meaning or the use of future dates.
Forward-looking statements in this release include without
limitation statements regarding the expected timing of the
completion of the transaction, the results of the confirmatory
discovery by plaintiffs' counsel, the results of the review of the
settlement of the stockholder litigation by the Court of Chancery
of the State of Delaware, and the satisfaction of various
other conditions to the closing of the transaction contemplated by
the merger agreement. Investors and security holders are
cautioned not to place undue reliance on these forward-looking
statements. Actual results could differ materially from those
currently anticipated due to a number of risks and uncertainties.
Risks and uncertainties that could cause results to differ
from expectations include: the results of the confirmatory
discovery by plaintiffs' counsel, the results of the review of the
settlement of the stockholder litigation by the Court of Chancery
of the State of Delaware; uncertainties as to the timing of the
transaction; uncertainties as to how many of ev3's stockholders
will tender their shares in the offer; the risk that competing
offers will be made; the possibility that various closing
conditions for the transaction may not be satisfied or waived,
including that a governmental entity may prohibit, delay or refuse
to grant approval for the consummation of the transaction; the
effects of disruption from the transaction making it more difficult
to maintain relationships with employees, customers, vendors and
other business partners; the risk that stockholder litigation in
connection with the transaction may result in significant costs of
defense, indemnification and liability; other business effects,
including the effects of industry, economic or political conditions
of Covidien's and ev3's control; transaction costs; actual or
contingent liabilities; and other risks and uncertainties discussed
in Covidien plc's and ev3's filings with the U.S. Securities and
Exchange Commission, including the "Risk Factors" sections of
Covidien plc's and ev3's most recent annual report on Form 10-K and
subsequent quarterly reports on Form 10-Q, as well as the tender
offer documents filed by COV Delaware Corporation, a wholly-owned
subsidiary of Covidien Group S.a.r.l., and the
Solicitation/Recommendation Statement filed by ev3. ev3 does
not undertake any obligation to update any forward-looking
statements as a result of new information, future developments or
otherwise, except as expressly required by law. All
forward-looking statements in this announcement are qualified in
their entirety by this cautionary statement.
CONTACT: ev3 Inc.
Julie Tracy, Sr. Vice President, Chief Communications Officer
(949) 680-1375
jtracy@ev3.net
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