Restore Medical, Inc. - Additional Proxy Soliciting Materials - Non-Management (definitive) (DFAN14A)
22 Abril 2008 - 6:28PM
Edgar (US Regulatory)
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3235-0059
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Expires:
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January 31, 2008
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Restore Medical, Inc.
(Name
of Registrant as Specified In Its Charter)
Medtronic, Inc.
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
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1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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SEC 1913 (02-02)
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Persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a currently valid
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Item
1: The following Q& A was
prepared by Medtronic, Inc. ("Medtronic") for use in discussions with employees
of Restore Medical, Inc. and Medtronic and for responding to media inquiries.
1.
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Why are you doing this transaction?
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The combination of Restore Medicals Pillar implant technology with Medtronics ENT
Business will broaden Medtronics product offering for the OSA (sleep apnea) treatment
market and will provide ENT surgeons with a wider array of minimally invasive therapies to
help alleviate their patients issues related to sleep apnea and snoring.
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The ENT business at Medtronic currently markets minimally invasive instruments and tools to
treat other upper airway obstructions primarily in the sinuses and tonsils/adenoids.
The Pillar technology from Restore Medical will now give Medtronic and its customers an
effective, minimally invasive, low morbidity treatment option for those airway obstructions
in patients caused by the soft palate.
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Second, the combination will accelerate the growth of Medtronics ENT business. The Pillar
technology is a high gross margin product line. A large body of published clinical work is
already in place supporting the Pillar technology, so no further investment is required in
research and studies at this time.
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Lastly, once integrated, the sales team from Restore Medical will have access to existing
Medtronic office-based products to market and grow the business. Medtronic will leverage
its unparalleled distribution and marketing strength in the ENT market to improve patient
and surgeon access to this technology.
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2.
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How will this transaction benefit shareholders?
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For Restore Medical shareholders, the $1.60 per share
acquisition price represents approximately a 3X premium over Restore
Medicals $0.55 share value as of April 22. For Medtronic
shareholders, the transaction is anticipated to be positive to Medtronic earnings in the
first full fiscal year after close.
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3.
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This is clearly a healthy premium above the current share price of Restore Shares.
Why?
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Restore Medical stock declined from $1.10 due to an going concern opinion that was issued
earlier this year. This going concern opinion is unrelated to Restore Medicals product
offering. The premium Medtronic has offered to pay on Restore Medical shares is based on
the value of the companys stock prior to the going concern opinion. It is important to
note that Medtronic is acquiring Restore Medical for entry into the sleep apnea therapy
arena and for the companys intellectual property. The value of both existing and potential
product offerings is clearly important to Medtronic in the long term.
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4.
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What synergies do you expect?
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Medtronic expects the acquisition of Restore Medical to generate new revenue for the ENT
business as well as provide cost and tax synergies.
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5.
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Will there be layoffs?
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First, this combination is about growing our ENT business in an underserved market where we
can leverage our strengths. As with any acquisition, there will be some redundancies as
two public companies merge to become one. Let me stress that one area we will not be
targeting is the field sales force. The two companies have highly complementary sale forces
and the ability to reach a larger and expanded customer base is one of the primary
strategic objectives of the combination.
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6.
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Do you expect revenue synergies from this acquisition?
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We expect there to be top-line synergies, including those from increased direct sales of
the Pillar technology, increased cross-selling opportunities resulting from existing
Restore Medical sales teams to now offer their customers a broader range of products, a
greater customer base across the ENT specialty area, and a deeper referral network. Other
potential synergies include intellectual property, R&D opportunities for potential
innovative technologies, and leveraging new applications of complementary product lines.
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7.
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What specifically will Restore Medical add to your ENT business?
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Restore Medicals Pillar implant technology will broaden Medtronics product offering for
the OSA (obstructive sleep apnea) treatment market and will provide ENT surgeons with a
wider array of minimally invasive therapies to help alleviate their patients issues
related to OSA and snoring.
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Our ENT business currently markets minimally invasive instruments and tools to treat other
upper airway obstructions primarily in the sinuses and tonsils/adenoids.
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Restore Medicals Pillar implant will now give Medtronic and its customers an effective,
minimally invasive, low morbidity treatment option for those airway obstructions in
patients caused by the soft palate.
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Restore Medical also has a very strong sales force that is highly complementary to our ENT
sales force. Using the combined sales teams to reach a larger and expanded customer base is
another key strategic objective of the acquisition.
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8.
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Is a merger with Restore Medical part of a new strategic direction for the company?
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No, this acquisition does not represent a change in Medtronics strategy. It is very
consistent with what Medtronic has communicated for many years. This transaction reflects
our strategy to grow sales and earnings by being opportunistic, bold, disciplined and
strategic with internal startups and targeted acquisitions that
augment top line growth prospects and diversify our business, geographic and payer mix.
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9.
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Given your track record with acquisitions, what gives you confidence you can
integrate this company?
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While some market dynamics did in fact lead to initial execution results below deal
expectations, in every case weve shown the ability to assimilate and run businesses to
drive top line growth. We are convinced that we can get revenue growth and can
successfully manage the integration process.
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10.
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Whats the incremental benefit to your projected revenue, net income and EPS growth
rates from the transaction? How will it impact EBITDA?
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Incremental benefit to Medtronic is based on we believe in FY09 incremental $5 million in
revenue and we expect to substantially grow that number. Accretive immediately as well be
aggressive on synergies. Less than 1 percent impact on EBITDA. The strategic aspect of this
acquisition is to develop a presence for Medtronic in sleep apnea.
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11.
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Restore Medicals most recent annualized revenue and earnings appear to have fallen
quite dramatically year-over-year. Are you afraid this trend will continue?
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For a variety of reasons, net sales for Restore Medicals fiscal year 2007 declined to $4.1
million (a 30% decrease from prior fiscal year). Factors for this included several open
sales territories, overall lifestyle medicine market conditions, a strategic sales shift
to emphasize repeat business from existing customers, and a renewed focus on U.S. sales vs.
international sales. The upside potential to increase sales once the integration begins is
tremendous and we think this acquisition will help our ENT business achieve its growth
objectives.
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12.
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Did Restore Medical conduct an auction? Why not? Did Restore Medical receive any
other indications of interest? Did Restore Medical management explore other options?
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We completed a thorough review and negotiation process, and the companies are clearly
aligned strategically. We believe that only these two companies can provide such unique
benefits for patients, and Restore Medicals shareholders will receive an outstanding
premium that rewards the company for its innovation.
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13.
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Are there any existing issues that may require Medtronic to abandon the deal?
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No.
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14.
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How did this transaction come about? Who approached whom? When did discussions
begin?
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Restore Medical management recently approached Medtronic, and
in light of our interest in the sleep apnea market, discussions ensued. They have a strong portfolio that we will explore as we
develop and step up our presence through this acquisition.
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15.
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What are the terms of the transaction?
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Medtronic and Restore Medical have entered into a definitive agreement under which
Medtronic will acquire all of the outstanding shares of Restore Medical for $1.60 per
share. The total value of the transaction, including payment of the
Restore Medical debt will be approximately $29 million.
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16.
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Why all cash? Why not stock?
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After careful analysis in conjunction with our advisors, we concluded that a cash
transaction made the most sense for both Restore Medical and Medtronic.
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17.
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Is there a break-up fee? How much?
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Yes. $1.5 million.
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18.
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What kind of protections does Restore Medical have in place should there be an
interloper for either company (i.e., staggered board, poison pill, etc.)?
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We believe our merger will be highly attractive to Restore Medical shareholders and are not
going to speculate on what other people may do.
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19.
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Is there an IPRD charge?
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We expect to book a one time in-process R&D charge in the range of 10 percent of the
acquisition price.
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20.
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How will Medtronic finance this transaction?
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The transaction will be financed through cash on our balance sheet.
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21.
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Will this impact your ability to invest in your other growing businesses?
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No. In fiscal year 2007, Medtronic reported operating cash flow of almost $3 billion and
as we have described previously, we expect to generate almost $24 billion in cash flow
during the next five years. We believe that the strength of our balance sheet will allow
us to continue to repurchase shares, pay out dividends, and still fully invest in our
existing businesses.
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22.
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Have you completed your diligence? Did you see any data from clinical trials? Find
any issues regarding option dating?
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Our due diligence process has been completed and there were no material findings. We
understand all the issues related to the transaction and have taken them under
consideration. We are confident that they can be managed appropriately.
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23.
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Do you have concerns about gaining reimbursement for the Pillar procedure?
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We will invest as needed in order to obtain reimbursement, which will enable more patients
to access this therapy.
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24.
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What are the tax implications for Restore Medical stockholders?
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Stockholders should always consult with their financial advisor on such issues. However, as
a cash transaction, the transaction will be taxable under federal income tax laws.
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25.
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Who served as financial and legal advisors to Medtronic? To Restore Medical?
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Fredrikson & Byron is acting as legal advisor to Medtronic. We did not contract with a
financial advisor. Dorsey & Whitney is acting as legal advisor to Restore Medical and Piper
Jaffray & Co. is acting as their financial advisor.
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26.
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Did you obtain a fairness opinion?
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Restore Medical received a fairness opinion from Piper Jaffray. Medtronic did not obtain a
fairness opinion.
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27.
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Does Medtronic need shareholder approval for this transaction?
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No.
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28.
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Do you expect any antitrust issues? Any other regulatory/legislative hurdles to
complete the transaction?
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No.
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29.
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When do you expect the transaction to close?
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We expect the transaction to close in approximately 90 days.
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30.
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What are the conditions to closing?
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The acquisition is subject to approval by Restore Medical stockholders owning a majority of
the outstanding stock with less than 10 percent of shareholders entitled to dissent
asserting dissenters right and other customary closing conditions.
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31.
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Is there any ongoing litigation against either company that would threaten the
transaction?
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While I cannot comment on any specific litigation, our due diligence indicates there is
nothing at this time that we believe to be material to this transaction.
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32.
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Will Medtronic or Restore Medical be filing a proxy statement? When?
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Restore Medical will file a proxy within 30 days.
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33.
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What percentage approval does Restore Medical need from its shareholders?
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The merger must be approved by Restore Medical shareholders owning a majority of the
outstanding Restore Medical shares.
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34.
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Does Restore Medical receive any board seats as a result of the transaction?
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No
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35.
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Will Medtronic continue to pay its dividend?
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Yes, we will continue to pay our current dividend.
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36.
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How can shareholders get more information on the acquisition?
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Medtronics Investor Relations group posts relevant information on the www.medtronic.com
website. Or, investors may call them directly at 763-505-2694. For more information on
Restore Medical, you can visit www.restoremedical.com. You may contact Restore Medical
investor relations at 651-634-3111.
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37.
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How will you integrate the two companies?
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Medtronic and Restore Medical are developing plans to ensure a smooth transition once the
transaction closes. We will be highly focused on ensuring that no business momentum is
lost during the integration period. Upon closing, we will combine Restore Medical with our
existing ENT business, integrating talent from both organizations. The Medtronic and
Restore Medical management teams will work collectively to build an enterprise that
fulfills our Mission and delivers sustainable value to our shareholders.
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38.
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Do you see any problems integrating the two companies? Arent there overlapping
operations? How will the sales forces be integrated?
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We dont envision and difficulty integrating Restore Medical into our existing ENT business
unit. The Pillar implant technology is a highly complementary therapy to our existing
business. In addition, the two companies share similar cultures that will result in a
smooth and rapid integration process, with no loss in patient and customer focus. Restore
Medical and Medtronic serve similar customers with differing products, so we see immediate
value in having an integrated sales force that will provide existing Restore Medical sales
people with more tools to reach their customers and giving our existing ENT sales team the
Pillar technology as yet another therapy to share with their customers. We believe
the Restore Medical direct sales force will easily work with our existing sales structure.
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39.
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What will happen to Restore Medical headquarter and other facilities?
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Until the transaction closes, Medtronic and Restore Medical will operate as two separate
companies. Accordingly, the Restore Medical headquarters in St. Paul will continue in a
business as usual fashion. We will communicate further details as they become available
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40.
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Who will run Medtronics ENT business?
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Bob Blankemeyer is the head of our worldwide ENT business. Upon closing, Medtronic will
work with Restore Medicals management to determine the best structure and staffing for all
people and functions. This will occur over the next 60-90 days. Until the transaction
closes, Medtronic and Restore Medical will operate as two separate companies and their
management teams will remain intact.
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41.
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What is the timeline for integrating Restore Medicals operations?
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Until the transaction closes, Medtronic and Restore Medical will operate as two separate
companies. A management team comprised of members from both companies will plan for the
integration so there will be a seamless transition when the transaction closes. We will
take a very disciplined, thoughtful approach to this integration in order to fully retain
the strengths of the two organizations.
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42.
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Will the combined business unit change its name?
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We want to leverage and extract value from the strong Restore Medical and Pillar brand
names and will put a plan into place to do that. Branding will transition to Medtronic
over time.
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43.
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Will Restore Medical senior management assume new roles at Medtronic?
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Until the transaction closes, Medtronic and Restore Medical will operate as two separate
companies. Upon closing, Medtronic will work with Restore Medicals management to
determine the best structure and staffing for all people and functions. This will occur
over the next 60-90 days.
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44.
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What management/other retention plans do you have in place?
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Details regarding retention plans have not been finalized and will be communicated as soon
as plans are finalized. The respective management teams are working on these in order to
have all plans finalized and communicated prior to close.
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45.
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Does Restore Medical have golden parachute agreements with its executives? If so,
what are the triggers?
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Restore Medical executives have severance agreements and there are change of control
provisions in play.
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46.
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How will you prevent disruptions to business operations?
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Until the transaction closes, Medtronic and Restore Medical will operate as two separate
companies. A management team comprised of members from both companies will plan for the
integration so there will be a seamless transition when the transaction closes. As a
result, customers should not see any change in the high-quality products and service that
they have come to expect. Sufficient safety stocks have been built by Restore to ensure an
uninterrupted supply to their customers.
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47.
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How will customers be affected by the transaction?
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For the moment it is business as usual professional and consumer customers can expect
the same high-quality products and service. Going forward, we will be able to deliver to
our customers an even more compelling and diverse set of products and therapies, creating
new opportunities in the growing minimally invasive and office-based therapies that ENT
specialists demand.
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48.
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Do you expect professional and consumer customers to oppose the merger?
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No, we will continue to offer outstanding service and quality products.
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49.
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What should I say if customers ask me about the transaction?
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The combined company will deliver on our promise to provide a thorough product range to the
ENT specialists and patients who depend on us. We will also continue to invest in research
and development programs that will allow us to continually improve on our line of ENT
products and therapies.
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50.
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Does my sales representative change with this merger announcement?
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Until the transaction closes, Medtronic and Restore Medical will operate as two separate
companies. Accordingly, please continue to work with your current field representative to
place orders, schedule cases and to answer your technical questions. If there are going to
be any personnel changes that impact your service, we will contact you directly after the
merger is approved and complete.
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51.
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How do I place an order now that this merger announcement has come out?
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Please continue to follow your current ordering process. If we change any of our processes
after the merger is complete, then we will let you know right away.
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* * * * *
FORWARD-LOOKING STATEMENTS
This Q&A contains forward-looking statements, which involve a number of risks and uncertainties.
Medtronic and Restore Medical caution readers that any forward-looking information is not a
guarantee of future performance and that actual results could differ materially from those
contained in the forward-looking information. Forward looking statements
include, but are not limited to, statements about the benefits of the business combination
transaction involving Medtronic and Restore Medical, including future financial and operating
results, post-acquisition plans, objectives, expectations and intentions and other statements that
are not historical facts.
The following factors, among others, could cause actual results to differ from those set forth in
the forward-looking statements: the failure of Restore Medicals shareholders to approve the
transaction; the risk that the businesses will not be integrated successfully; the risk that the
cost savings and any other synergies from the transaction may not be fully realized or may take
longer to realize than expected; disruption from the transaction making it more difficult to
maintain relationships with customers, employees or suppliers; and competition and its effect on
pricing, spending, third-party relationships and revenues. Additional factors that may affect
future results are contained in Medtronics and Restore Medicals filings with the Securities and
Exchange Commission (the SEC), which are available at the SECs web site http://www.sec.gov.
Medtronic and Restore Medical disclaim any obligation to update and revise statements contained in
these materials based on new information or otherwise.
ADDITIONAL INFORMATION ABOUT THIS TRANSACTION
Restore Medical will file with the SEC and mail to its shareholders a proxy statement that will
contain important information about Restore Medical, the proposed merger and related matters.
Shareholders are urged to read the proxy statement regarding the proposed merger when it becomes
available because it will contain important information that shareholders should consider before
making a decision about the merger. You may obtain a free copy of the proxy statement (when
available) and other related documents filed by Restore Medical with the SEC at the SECs website
at www.sec.gov. The proxy statement (when it is available) and the other documents may also be
obtained for free by accessing Restore Medicals website at www.restoremedical.com by clicking on
the About Restore Medical link and then clicking on the Investor Relations link and then
clicking on the SEC Filings heading, by writing to Restore Medical at 2800 Patton Road, St. Paul,
MN 55113, Attention: Chris Geyen, or by emailing cgeyen@restoremedical.com.
Medtronic, Restore Medical and their respective directors, executive officers and certain other
members of management and employees may be soliciting proxies from Restore Medicals shareholders
in favor of the merger. Information regarding the persons who may, under the rules of the SEC, be
considered participants in the solicitation of the Restore Medicals shareholders in connection
with the proposed merger will be set forth in the proxy statement when it is filed with the SEC.
You can find information about Medtronics executive officers and directors in its definitive proxy
statement filed with the SEC on July 20, 2007. You can find information about Restore Medicals
executive officers and directors in its definitive proxy statement filed with the SEC on April 16,
2007. You can obtain free copies of these documents from Medtronic and Restore Medical using the
contact information above.
Item
2: Press release issued April 22, 2008.
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NEWS RELEASE
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Contacts for Medtronic:
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Contacts for
Restore Medical:
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Media:
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Media and Investors:
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Chuck Grothaus
763-505-2614
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J. Robert Paulson, Jr.
651-634-3104
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Investors:
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Chris Geyen, CFO
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Jeff Warren
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651-634-3113
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763-505-2626
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FOR IMMEDIATE RELEASE
MEDTRONIC SIGNS AGREEMENT TO ACQUIRE RESTORE MEDICAL
Medtronic Announces Acquisition of Pillar Palatal Implant System for the Treatment of
Obstructive Sleep Apnea and Snoring
MINNEAPOLIS
April 22, 2008 Medtronic, Inc. (NYSE: MDT) and Restore Medical, Inc. (NASDAQ:
REST) today announced that the companies have signed a definitive agreement under which Medtronic
will pay $1.60 per share in cash for each share of Restore Medical stock. The total value of the
transaction, including payment of Restore Medical debt will be approximately $29 million. The
transaction, which is anticipated to close within 90 days, is expected to be accretive to Medtronic
earnings in the first full fiscal year after closing.
Restore Medicals Pillar Palatal Implant System (Pillar System) is an innovative, minimally
invasive, implantable medical device used to treat the soft palate component of sleep breathing
disorders, including mild to moderate obstructive sleep apnea (OSA) and snoring. Cleared by the
U.S. Food & Drug Administration, the Pillar System complements Medtronics existing family of
market-leading ENT products used to treat a variety of other upper airway obstructions, including
the sinuses and tonsils/adenoids. The addition of the Pillar System allows Medtronic to provide
its physician customers with another minimally invasive, low morbidity option to treat patients
suffering from OSA and snoring.
This acquisition will help deliver new growth for our ENT business by providing Medtronic with a
proven office-based procedure in a very fast growing segment of the sleep market, said
Bob Blankemeyer, president of the ENT business at Medtronic. Medtronic can quickly leverage its
distribution and marketing strengths to improve patient and surgeon access to this minimally
invasive therapy.
The opportunity to reach more patients and physicians with a proven therapy designed to treat
snoring and OSA through Medtronics growing ENT business is exciting for Restore Medical, said Bob
Paulson, president and chief executive officer of Restore Medical. Minimally invasive,
office-based procedures to treat snoring and sleep apnea is a large and underserved market. The
combination of our implant technology with Medtronics ENT business will enhance access to the
Pillar System.
The transaction is subject to customary closing conditions, including approval by Restore Medical
shareholders.
ABOUT MEDTRONIC
Medtronic, Inc. (
www.medtronic.com
), headquartered in Minneapolis, is the global leader in medical
technology alleviating pain, restoring health, and extending life for millions of people around
the world.
ABOUT RESTORE MEDICAL
Restore Medical develops, manufactures and markets innovative medical devices to treat
sleep-disordered breathing. The Companys proprietary Pillar
®
Palatal Implant System is the only
implantable palatal device to treat snoring and mild to moderate obstructive sleep apnea to be
cleared by the U.S. Food and Drug Administration and by Health Canada, and to have received the CE
Mark for sale in the European Union. The Pillar Palatal Implant System is sold throughout the U.S.
and Canada, and in various countries in Asia Pacific, Europe, South America and the Middle East.
For more information about Restore Medical, the Pillar Procedure and physicians who offer the
Pillar Procedure in the U.S., visit the companys website at
www.restoremedical.com
or
www.pillarprocedure.com
.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements, which involve a number of risks and
uncertainties. Medtronic and Restore Medical caution readers that any forward-looking information
is not a guarantee of future performance and that actual results could differ materially from those
contained in the forward-looking information. Forward looking statements include, but are not
limited to, statements about the benefits of the business combination transaction involving
Medtronic and Restore Medical, including future financial and operating results, post-acquisition
plans, objectives, expectations and intentions and other statements that are not historical facts.
The following factors, among others, could cause actual results to differ from those set forth in
the forward-looking statements: the failure of Restore Medicals shareholders to approve the
transaction; the risk that the businesses will not be integrated successfully; the risk that the
cost savings and any other synergies from the transaction may not be fully realized or may take
longer to realize than expected; disruption from the transaction making it more difficult to
maintain relationships with customers, employees or suppliers; and competition and its effect on
pricing, spending, third-party relationships and revenues. Additional factors that may affect
future results are contained in Medtronics and Restore Medicals filings with the Securities and
Exchange Commission (the SEC), which are available at the SECs web site http://www.sec.gov.
Medtronic and Restore Medical disclaim any obligation to update and revise statements contained in
these materials based on new information or otherwise.
ADDITIONAL INFORMATION ABOUT THIS TRANSACTION
Restore Medical will file with the SEC and mail to its shareholders a proxy statement that will
contain important information about Restore Medical, the proposed merger and related matters.
Shareholders are urged to read the proxy statement regarding the proposed merger when it becomes
available because it will contain important information that shareholders should consider before
making a decision about the merger. You may obtain a free copy of the proxy statement (when
available) and other related documents filed by Restore Medical with the SEC at the SECs website
at www.sec.gov. The proxy statement (when it is available) and the other documents may also be
obtained for free by accessing Restore Medicals website at www.restoremedical.com by clicking on
the About Restore Medical link and then clicking on the Investor Relations link and then
clicking on the SEC Filings heading, by writing to Restore Medical at 2800 Patton Road, St. Paul,
MN 55113, Attention: Chris Geyen, or by emailing cgeyen@restoremedical.com.
Medtronic, Restore Medical and their respective directors, executive officers and certain other
members of management and employees may be soliciting proxies from Restore Medicals shareholders
in favor of the merger. Information regarding the persons who may, under the rules of the SEC, be
considered participants in the solicitation of the Restore Medicals shareholders in connection
with the proposed merger will be set forth in the proxy statement when it is filed with the SEC.
You can find information about Medtronics executive officers and directors in its definitive proxy
statement filed with the SEC on July 20, 2007. You can find information about Restore Medicals
executive officers and directors in its definitive proxy statement filed with the SEC on April 16,
2007. You can obtain free copies of these documents from Medtronic and Restore Medical using the
contact information above.
-end-
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