More Than 91% of LifeCell Common Stock Tendered; Subsequent Offering Period Announced
SAN ANTONIO--(BUSINESS WIRE)--May 19, 2008--Kinetic Concepts, Inc.
(NYSE: KCI) announced today that it has completed its initial tender
offer for the outstanding shares of common stock of LifeCell
Corporation (NASDAQ: LIFC). More than 91% of the outstanding shares of
common stock of LifeCell have been tendered, making LifeCell a
majority owned subsidiary of KCI.
The initial offering period for the tender offer expired at 12:00
midnight, New York City time, on Friday, May 16, 2008, with a total of
approximately 31.25 million LifeCell shares being validly tendered in
the offer and not withdrawn (including approximately 6.2 million
shares delivered through notices of guaranteed delivery), representing
approximately 91.3% of the outstanding shares of common stock of
LifeCell. Shares tendered through notices of guaranteed delivery are
required to be delivered to KCI by Wednesday, May 21, 2008. KCI,
through its wholly-owned subsidiary Leopard Acquisition Sub, Inc.
(Purchaser), has accepted for purchase all shares that were validly
tendered and not withdrawn during the offer.
Subsequent offering period and merger
KCI and Purchaser also announced that Purchaser has commenced a
subsequent offering period which will expire at 5:00 p.m., New York
City time, on Friday, May 23, 2008, unless extended. During this
subsequent offering period, holders of shares of LifeCell common stock
who did not previously tender their shares into the offer may do so
and KCI and Purchaser will promptly purchase any shares so tendered at
$51.00 per share, net to the seller in cash. No shares tendered in the
tender offer may be withdrawn during the subsequent offering period.
After the expiration of the subsequent offering period KCI intends
to acquire all of the remaining shares of LifeCell common stock by
means of a merger. In the merger, each outstanding LifeCell share not
tendered and purchased in the offer, if any (other than those as to
which holders properly exercise appraisal rights, if any) will be
converted into the right to receive the same $51.00 per share price,
without interest and less any required withholding taxes, that was
paid in the tender offer. As a result of the merger, LifeCell will
become a wholly-owned subsidiary of KCI. Following the merger,
LifeCell's common stock will cease to be traded on the NASDAQ Global
If KCI, through Purchaser, owns at least 90% of the outstanding
shares of LifeCell common stock after the subsequent offering period,
the merger will be implemented on an expedited basis without a vote or
meeting of LifeCell stockholders pursuant to the short-form merger
procedure available under Delaware law.
About Kinetic Concepts, Inc.
KCI is a global medical technology company with leadership
positions in advanced wound care and therapeutic support systems. We
design, manufacture, market and service a wide range of proprietary
products that can improve clinical outcomes and can help reduce the
overall cost of patient care. Our advanced wound care systems
incorporate our proprietary Vacuum Assisted Closure(R), or V.A.C.(R)
Therapy technology, which has been demonstrated clinically to promote
wound healing through unique mechanisms of action and can help reduce
the cost of treating patients with serious wounds. Our therapeutic
support systems, including specialty hospital beds, mattress
replacement systems and overlays, are designed to address pulmonary
complications associated with immobility, to reduce skin breakdown and
assist caregivers in the safe and dignified handling of obese
patients. We have an infrastructure designed to meet the specific
needs of medical professionals and patients across all healthcare
settings, including acute care hospitals, extended care organizations
and patients' homes, in 19 countries in the United States and abroad.
For more information, visit our web site at www.kci1.com.
Securities Law Disclosure
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. The tender offer is being
made pursuant to a tender offer statement and related materials.
LifeCell's stockholders are advised to read the tender offer statement
and related materials, as filed by Kinetic Concepts, Inc. with the
U.S. Securities and Exchange Commission (the SEC). The tender offer
statement (including the Offer to Purchase, letter of transmittal and
related tender offer documents) filed by Kinetic Concepts, Inc. with
the SEC and the solicitation/ recommendation statement with respect to
the offer on Schedule 14D-9 filed by LifeCell with the SEC contain
important information which should be read carefully before any
decision is made with respect to the tender offer.
Forward Looking Information
This communication contains forward-looking statements, which may
be identified by words such as believes, expects, anticipates,
estimates, projects, intends, should, seeks, future,
continue, or the negative of such terms, or other comparable
terminology. Forward-looking statements are subject to risks,
uncertainties, assumptions and other factors that are difficult to
predict and that could cause actual results to vary materially from
those expressed in or indicated by them. Such forward-looking
statements include, but are not limited to, statements about KCI's
ability to implement its strategic and business initiatives, including
its proposed acquisition of LifeCell Corporation, financial
expectations and intentions and other statements that are not
historical facts. Additional risks and factors are identified in KCI's
filings with the U.S. Securities Exchange Commission (the SEC),
including its Annual Report on Form 10-K for the fiscal year ending
December 31, 2007 and Quarterly Report on Form 10-Q for the quarter
ended March 31, 2008, which are available on the SEC's website at
http://www.sec.gov. KCI undertakes no obligation to revise or update
any forward-looking statement, or to make any other forward-looking
statements, whether as a result of new information, future events or
Kinetic Concepts, Inc.
Kristie Madara, 210-255-6232
Rich Cockrell, 210-255-6331
Kinetic Concepts, Inc.