Edwards will acquire CASMED in an all-cash transaction for
"Cerebral oximetry technology provides an important indicator of oxygen levels in the brain, which can enhance clinician decision-making," said
Edwards has a pending 510(k) clearance in
"We are pleased with this opportunity to bring together CASMED's expertise in brain and tissue oxygenation monitoring with Edwards' long history of leadership in hemodynamic monitoring," said
As a condition to the closing of the transaction, each holder of CASMED's Series A Convertible Preferred Stock or Series A Exchangeable Preferred Stock will agree to convert such stock into shares of CASMED's Common Stock, and upon the closing, those holders will be entitled to receive the transaction consideration as holders of Common Stock. The acquisition is expected to close in the second quarter of 2019 and is subject to the satisfaction of customary closing conditions, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and approval by CASMED's stockholders.
CASMED's vision is: "That no patient is harmed by undetected tissue hypoxia." The FORE-SIGHT Cerebral Oximeters provide a highly accurate, non-invasive measurement of tissue oxygenation in the brain. Direct monitoring of tissue oxygenation can provide clinicians with a superior and powerful tool to alert them to otherwise unrecognized and dangerous hypoxia, or low levels of oxygen, in the brain and other tissue, thereby empowering them to improve patient care. For further information regarding CASMED, visit the company's website at www.casmed.com.
This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements include, but are not limited to, Ms. Szyman's and Mr. Patton's statements and statements regarding expected product benefits, the expected timing of the completion of the transaction, the benefits of the transaction, including future financial and operating results, the combined company's plans, objectives and expectations and other statements that are not historical facts. Such statements are based on the views and assumptions of the management of the company and are subject to significant risks and uncertainties. Actual future events or results may differ materially from these statements as a result of various factors, including: (i) CASMED may be unable to obtain stockholder approval as required for the transaction; (ii) conditions to the closing of the transaction may not be satisfied; (iii) the transaction may involve unexpected costs, liabilities or delays; (iv) the effect of the announcement of the transaction on the ability of CASMED to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom it does business, or on Edwards' or CASMED's operating results and business generally; (v) CASMED's business may suffer as a result of uncertainty surrounding the transaction and disruption of management's attention due to the transaction; (vi) the outcome of any legal proceedings related to the transaction; (vii) Edwards or CASMED may be adversely affected by other economic, business, and/or competitive factors; (viii) the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement; and (ix) other risks to consummation of the transaction, including the risk that the transaction will not be consummated within the expected time period or at all. Additional risks and factors that may affect results are set forth in the companies' filings with the
The forward-looking statements speak only as of the date of this communication. Except as required by law, we undertake no obligation to update these statements.
Additional Information About the Transaction
A meeting of the stockholders of CASMED will be announced to obtain stockholder approval of the proposed transaction. CASMED intends to file with the
Participants in the Solicitation
This document does not constitute a solicitation of proxy, an offer to purchase or a solicitation of an offer to sell any securities. CASMED and its directors, executive officers and certain other members of management and employees may be deemed to be participants in soliciting proxies from the stockholders of CASMED in connection with the proposed transaction. Information regarding the persons who may, under the rules of the
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Media, Sarah Huoh, +1-949-250-5070, or Investors, David K. Erickson, +1-949-250-6826, both of Edwards Lifesciences Corporation