Covidien (NYSE: COV), a leading global provider of healthcare products, announced the successful completion of its tender offer through
its subsidiary, Transformer Delaware Corp., to purchase all of the
outstanding shares of common stock of Aspect Medical Systems, Inc. The
tender offer expired at 12:00 midnight ET, at the end of November 5,
2009, and was not extended.
The depositary for the tender offer has advised Covidien that, as of the
expiration of the offering period, a total of approximately 16,195,245
shares of Aspect common stock were validly tendered and not withdrawn
(not including approximately 295,895 shares subject to guaranteed
delivery procedures), representing approximately 89.58 percent of the
outstanding Aspect common shares. All shares that were validly tendered
and not properly withdrawn during the initial offering period have been
accepted for payment.
Pursuant to the terms of the merger agreement, Transformer Delaware
Corp. intends to exercise its option to purchase newly issued shares
from Aspect at the tender offer price, which will permit Covidien to
complete the acquisition process by effecting a short-form merger as
promptly as practicable, that is, without a vote or meeting of Aspect’s
remaining stockholders. Following the merger, Aspect will become an
indirect wholly owned subsidiary of Covidien, and each share of Aspect’s
outstanding common stock will be cancelled and converted into the right
to receive the same consideration, without interest, received by holders
who tendered in the tender offer. Thereafter, Aspect common stock will
cease to be traded on the NASDAQ.
ABOUT COVIDIEN
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 three
segments: Medical Devices, Pharmaceuticals and
Medical Supplies. With 2008 revenue of $10 billion, Covidien has more
than 41,000 employees worldwide in 59 countries, and its products are
sold in over 140 countries. Please visit www.covidien.com
to learn more about our business.
CONTACTS :
Covidien
Eric Kraus, 508-261-8305
Senior Vice President
Corporate Communications
eric.kraus@covidien.com
or
Coleman Lannum, CFA, 508-452-4343
Vice President
Investor Relations
cole.lannum@covidien.com
or
Bruce Farmer, 508-452-4372
Vice President
Public Relations
bruce.farmer@covidien.com
or
Brian Nameth, 508-452-4363
Director
Investor Relations
brian.nameth@covidien.com