-- Corindus Stockholders to Receive $4.28
Per Share --
-- All-Cash Transaction Valued at
Approximately $1.1 Billion --
Corindus Vascular Robotics (NYSE American: CVRS), a leading
developer of precision vascular robotics, today announced that it
has entered into a definitive merger agreement to be acquired by
Siemens Healthineers AG. Under the terms of the merger agreement,
Siemens Medical Solutions, a wholly-owned subsidiary of Siemens
Healthineers AG, a German stock listed company, will acquire all
issued and outstanding shares of common stock of Corindus for $4.28
per share in cash, representing an aggregate purchase price of
approximately $1.1 billion.
“We are pleased to have reached this agreement with Siemens
Healthineers,” said Mark J. Toland, President and Chief Executive
Officer of Corindus. “We believe the transaction will deliver
immediate, compelling and certain value to all Corindus
stockholders, as well as substantial benefits to our customers. The
combination of Siemens Healthineers’ advanced, high-quality
imaging, digital and artificial intelligence tools with Corindus’
precision robotics platform has the potential to transform the way
healthcare is delivered to those suffering from cardiovascular or
peripheral disease. The tremendous technology synergies and shared
vision between both companies should allow us to achieve a seamless
integration between our businesses.”
“Corindus has established a leading position in vascular
robotics with a compelling technology platform for robotic-assisted
coronary, peripheral, and neurovascular procedures,” said Michel
Therin, President, Advanced Therapies at Siemens Healthineers. “The
acquisition of Corindus, combined with Siemens’ strong advanced
therapies portfolio will help further advance the growth of
vascular robotics. The integration of our technologies could lead
to reduced variability, improved efficiency, expanded access to
care, and ultimately improved patient outcomes. We look forward to
welcoming the Corindus team to Siemens Healthineers.”
The transaction has been approved by the Board of Directors of
Corindus and is expected to close in the fourth quarter of 2019,
subject to approval by Corindus stockholders, the expiration or
termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act and the satisfaction
of other customary closing conditions.
In connection with the transaction, Citigroup Global Markets
Inc. is acting as exclusive financial advisor to Corindus and
Cadwalader, Wickersham & Taft LLP is serving as its legal
advisor.
About Corindus Vascular Robotics, Inc.
Corindus Vascular Robotics, Inc. is a global technology leader
in robotic-assisted vascular interventions. The Company’s CorPath®
platform is the first FDA-cleared medical device to bring robotic
precision to percutaneous coronary and vascular procedures. CorPath
GRX is the second-generation robotic-assisted technology offering
enhancements to the platform by adding important key upgrades that
increase precision, improve workflow, and extend the capabilities
and range of procedures that can be performed robotically. We are
focused on developing innovative robotic solutions to revolutionize
treatment of emergent conditions by providing specialized and
timely medical care to patients around the world. For additional
information, visit www.corindus.com and follow @CorindusInc.
About Siemens Healthineers
Siemens Healthineers enables healthcare providers worldwide to
increase value by empowering them on their journey towards
expanding precision medicine, transforming care delivery, improving
patient experience and digitalizing healthcare. A leader in medical
technology, Siemens Healthineers is constantly innovating its
portfolio of products and services in its core areas of diagnostic
and therapeutic imaging and in laboratory diagnostics and molecular
medicine. Siemens Healthineers is also actively developing its
digital health services and enterprise services. In fiscal 2018,
which ended on September 30, 2018, Siemens Healthineers generated
revenue of €13.4 billion and adjusted profit of €2.3 billion and
has about 50,000 employees worldwide. Further information is
available at www.siemens-healthineers.com.
Cautionary Statement Regarding Forward-Looking
Statements
Statements made in this release that are not statements of
historical or current facts are "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements may involve known and unknown
risks, uncertainties and other factors that may cause the actual
results, performance or achievements of Corindus to be materially
different from historical results or from any future results or
projections expressed or implied by such forward-looking
statements. Accordingly, readers should not place undue reliance on
any forward-looking statements. In addition to statements that
explicitly describe such risks and uncertainties, readers are urged
to consider statements in the conditional or future tenses or that
includes terms such as “believes,” “belief,” “expects,”
“estimates,” “intends,” “anticipates,” “should” or “plans” to be
uncertain and forward-looking. Forward-looking statements may
include comments as to Corindus’ beliefs and expectations as to
future events and trends affecting its business and are necessarily
subject to uncertainties, many of which are outside Corindus’
control.
Examples of such statements include statements regarding the
expected timetable for completing the proposed merger and that the
proposed merger will deliver compelling value to Corindus
stockholders.
Important factors that could cause actual results to differ
materially from those indicated by such forward-looking statements
are described in the sections titled "Risk Factors" in the
Company's filings with the Securities and Exchange Commission (the
“SEC”), including its most recent Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q, as well as Current Reports on Form
8-K, including, but not limited to, the following: the risk that
the required vote of Corindus’ stockholders will not be received;
the risk that one or more conditions to the proposed merger
(including the failure to obtain necessary regulatory approvals)
may not be satisfied in the anticipated timeframe, or at all, or
that the proposed merger might otherwise not occur; the risk of
litigation and/or regulatory actions related to the proposed
merger; other business effects, including the effects of industry,
market, economic, political or regulatory conditions. Corindus
undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise that occur after that date. More
information is available on Corindus' website at
www.corindus.com.
Additional Information and Where to Find It
This communication does not constitute an offer to buy or sell
or the solicitation of an offer to buy or sell any securities or a
solicitation of any vote or approval. The proposed merger will be
submitted to the stockholders of Corindus for their consideration
and approval. In connection with the proposed merger, Corindus will
file a preliminary proxy statement with the SEC. Once the SEC
completes its review of the preliminary proxy statement, a
definitive proxy statement and a form of proxy will be filed with
the SEC and mailed or otherwise furnished to the stockholders of
Corindus. Before making any voting decision, Corindus
stockholders are urged to read the proxy statement in its entirety,
when it becomes available, and any other documents to be filed with
the SEC in connection with the proposed merger or incorporated by
reference in the proxy statement, if any, because they will contain
important information about the proposed merger and the parties to
the proposed merger. This communication is not a substitute for
the proxy statement or any other document that may be filed by
Corindus with the SEC.
Corindus investors and stockholders may obtain a free copy of
documents filed by Corindus with the SEC at the SEC's website at
www.sec.gov. In addition, Corindus investors and stockholders may
obtain a free copy of the Corindus’ filings with the SEC from
Corindus’ website at www.corindus.com or by directing a request by
mail or telephone to: Corindus Vascular Robotics, Inc., 309
Waverley Oaks Road, Suite 105, Waltham, MA 02452, Attention:
Corporate Secretary, (508) 653-3335.
Corindus and certain of its directors and executive officers may
be deemed to be participants in the solicitation of proxies from
stockholders of Corindus in favor of the proposed merger.
Information about the directors and executive officers of Corindus
and their ownership of Corindus common stock is set forth in its
definitive proxy statement on Schedule 14A for its 2019 annual
meeting of stockholders, as filed with the SEC on March 29, 2019.
Additional information regarding the participants in the
solicitation of proxies and a description of their direct and
indirect interests, by security holdings or otherwise, with respect
to the proposed merger will be included in the proxy statement to
be filed by Corindus with the SEC, when it becomes available.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190807005941/en/
Media Contact Matter for Corindus Jessica Wolter
978-518-4536 corindus@matternow.com www.matternow.com
Investor Contact In-Site Communications, Inc. Lisa Wilson
917-543-9932 ir@corindus.com
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