Covidien Ltd. (NYSE: COV, BSX: COV) and Tissue Science Laboratories plc (LSE: TSL) today announced that a subsidiary of Covidien Ltd. has launched a public tender offer in the United Kingdom for all of Tissue Science Laboratories outstanding shares held by UK residents. Covidien has received irrevocable commitments to accept the offer from Tissue Science Laboratories’ Board of Directors and connected persons, who represent approximately 23% of the share capital of Tissue Science Laboratories.
The Boards of Directors of both companies have approved the transaction, which calls for Covidien to pay 103.5 pence (approximately $2.10 USD) in cash per Tissue Science Laboratories share for a total of about $80 million. The transaction, which is subject to customary closing conditions, is expected to be completed in the second calendar quarter of 2008.
Tissue Science Laboratories is a medical device company dedicated to the research, development and commercialization of tissue implant products for surgical and wound care therapies. The Company’s core technology is Permacol® Surgical Implant, used for complex and recurrent hernia repair.
“The acquisition of Tissue Science Laboratories will provide Covidien with a leading tissue repair technology and accelerate our entry into the rapidly growing biologic hernia repair market,” said Scott Flora, President, Surgical Devices, Covidien. “The Permacol® product will complement our current soft tissue product offerings and will allow us to offer a full line of differentiated hernia repair products designed to improve patient outcomes.”
Patrick Paul, Chairman, Tissue Science Laboratories said, “Having successfully established Permacol® as a class leading material in the rapidly developing biologic implant market, we are delighted to have now found a company in Covidien which shares our vision for the future potential of our technology platform. We believe that the Offer represents both excellent value for shareholders and an outstanding opportunity for our employees and stakeholders.”
Assuming a second calendar quarter closing, Covidien expects this transaction to dilute fiscal 2008 earnings by less than $0.03 per share. However, the underlying strength of its existing businesses is expected to offset the dilution. As a result, Covidien does not anticipate this transaction will have a material impact on its fiscal 2008 sales or operating margin outlook.
ABOUT COVIDIEN LTD.
Covidien is a leading global healthcare products company that creates innovative medical solutions for better patient outcomes and delivers value through clinical leadership and excellence. Covidien manufactures, distributes and services a diverse range of industry-leading product lines in four segments: Medical Devices, Imaging Solutions, Pharmaceutical Products and Medical Supplies. With 2007 revenue of nearly $9 billion, Covidien has more than 43,000 employees worldwide in 57 countries, and its products are sold in over 130 countries. Please visit www.covidien.com to learn more about our business.
ABOUT TISSUE SCIENCE LABORATORIES
Tissue Science Laboratories plc is a medical device company dedicated to the research, development and commercialization of tissue implant products for surgical and wound care therapies. Headquartered in Aldershot, UK, the Company was admitted to the AIM market operated by the London Stock Exchange in December 2001. Tissue Science Laboratories’ core technology is Permacol®, a surgical implant based on collagen derived from porcine dermis which, when implanted in the human body, is designed to be non-allergenic and long-lasting, addressing clearly identified clinical needs in the surgical reconstruction, recontouring and repair of human tissue. More information is available at www.tissuescience.com.
FORWARD-LOOKING STATEMENTS
Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein are based on our management’s current beliefs and expectations, but are subject to a number of risks, uncertainties and changes in circumstances, which may cause actual results or Company actions to differ materially from what is expressed or implied by these statements. The factors that could cause actual future results to differ materially from current expectations include, but are not limited to, our ability to effectively introduce and market new products or keep pace with advances in technology, the reimbursement practices of a small number of large public and private insurers, cost-containment efforts of customers, purchasing groups, third-party payers and governmental organizations, intellectual property rights disputes, complex and costly regulation, including healthcare fraud and abuse regulations, manufacturing or supply chain problems or disruptions, recalls or safety alerts and negative publicity relating to Covidien or its products, product liability losses and other litigation liability, divestitures of some of our businesses or product lines, our ability to execute strategic acquisitions of, investments in or alliances with other companies and businesses, competition, risks associated with doing business outside of the United States, foreign currency exchange rates, potential environmental liabilities or increased costs after the separation from Tyco International or as a result of the separation. These and other factors are identified and described in more detail in our filings with the SEC. We disclaim any obligation to update these forward-looking statements other than as required by law.
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