Analogic Receives Early Termination of HSR Waiting Period
02 Mai 2018 - 3:21PM
Analogic Corporation (NASDAQ:ALOG) (“the Company” or “Analogic”), a
provider of leading-edge healthcare and security solutions,
announced that it has received notice from the U.S. Federal Trade
Commission that early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
(the “HSR Act”), was granted in connection with the pending
acquisition of Analogic by an affiliate of Altaris Capital Partners
(together with certain affiliated entities, “Altaris”). Altaris is
a leading private investment firm with expertise in Analogic's end
markets.
The termination of the waiting period under the HSR Act
satisfies one of the conditions to the closing of the acquisition,
which remains subject to other customary closing conditions,
including Analogic’s stockholder approval. The transaction is
expected to close in mid-2018.
As previously announced on April 10, 2018, the transaction price
of $84.00 per share represents a 25% premium to the Company’s
closing share price of $67.45 on June 7, 2017, the day after
Analogic reported quarterly earnings for the third quarter of
fiscal 2017 and announced the launch of its strategic review
process. On June 6, 2017, the last trading day prior to this
announcement, Analogic’s stock price closed at $74.60. Analogic’s
Board of Directors unanimously recommends that Analogic’s
stockholders vote in favor of the transaction as it strongly
believes that it provides maximum value for and is in the best
interest of Analogic stockholders.
Important Additional Information Will Be Filed with the
SEC
Analogic plans to file with the Securities and Exchange
Commission (the “SEC”) and mail to its stockholders a Proxy
Statement in connection with the transaction. The Proxy Statement
will contain important information about Altaris, Analogic, the
transaction and related matters. Investors and security holders are
urged to read the Proxy Statement carefully when it is
available.
Investors and security holders will be able to obtain free
copies of the Proxy Statement and other documents filed with the
SEC by Altaris and Analogic through the website maintained by the
SEC at www.sec.gov.
In addition, investors and security holders will be able to
obtain free copies of the Proxy Statement from Analogic by
contacting the Investor Relations department via email at
investorrelations@analogic.com or by calling 978-326-4058.
Analogic and its directors and executive officers may be deemed
to be participants in the solicitation of proxies in respect of the
transactions contemplated by the merger agreement. Information
regarding Analogic’s directors and executive officers is contained
in Analogic’s Form 10-K for the year ended July 31, 2017 and its
proxy statement dated November 2, 2017, which are filed with the
SEC. Additional information regarding the direct and indirect
interests of Analogic’s directors and executive officers in the
proposed transaction will be included in the Proxy Statement when
it is filed with the SEC.
Forward-Looking Statements
Statements in this press release regarding the proposed
transaction between Altaris and Analogic, the expected timetable
for completing the transaction, future financial and operating
results, benefits and synergies of the transaction, future
opportunities for the combined company and any other statements
about future expectations, plans, and prospects for the Company,
including statements containing the words “believes,”
“anticipates,” “plans,” “expects,” and similar expressions,
constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Actual results
may differ materially from those indicated by such forward-looking
statements as a result of various important factors, including the
risk that the proposed merger may not be completed in a timely
manner, or at all, which may adversely affect Analogic’s business
and the price of its common stock; the failure to satisfy all of
the closing conditions of the proposed merger, including the
adoption of the merger agreement by Analogic’s stockholders and the
receipt of regulatory approvals; the occurrence of any event,
change or other circumstance that could give rise to the
termination of the merger agreement; the effect of the announcement
or pendency of the proposed merger on Analogic’s business,
operating results, and relationships with customers, suppliers,
competitors and others; risks that the proposed merger may disrupt
Analogic’s current plans and business operations; potential
difficulties retaining employees as a result of the proposed
merger; risks related to the diverting of management’s attention
from Analogic’s ongoing business operations; the outcome of any
legal proceedings that may be instituted against Analogic related
to the merger agreement or the proposed merger; risks relating to
product development and commercialization, limited demand for the
Company’s products, limited number of customers, risks associated
with competition, uncertainties associated with regulatory agency
approvals, competitive pricing pressures, downturns in the economy,
the risk of potential intellectual property litigation, acquisition
related risks, and other factors discussed in our most recent
quarterly and annual reports filed with the SEC. In addition, the
forward-looking statements included in this press release represent
the Company’s views as of the date of this document. While the
Company anticipates that subsequent events and developments will
cause the Company’s views to change, the Company specifically
disclaims any obligation to update these forward-looking
statements. These forward-looking statements should not be relied
upon as representing the Company’s views as of any later date.
About Analogic
Analogic (Nasdaq:ALOG) provides leading-edge healthcare and
security technology solutions to advance the practice of medicine
and save lives. Analogic is recognized around the world for
advanced imaging and real-time guidance technologies used for
disease diagnosis and treatment as well as for automated threat
detection. Analogic’s market-leading ultrasound systems, led by its
flagship BK Ultrasound brand, used in procedure-driven markets such
as urology, surgery, and point-of-care, are sold to clinical
practitioners around the world. Analogic’s advanced imaging
technologies are also used in computed tomography (CT), magnetic
resonance imaging (MRI), and digital mammography systems, as well
as automated threat detection systems for aviation security.
Analogic is headquartered just north of Boston, Massachusetts. For
more information, visit www.analogic.com.
Analogic and the globe logo are registered trademarks of
Analogic Corporation.
Investor and Media Contact:Mark NamaroffSr.
Director of Investor Relations and Corporate Communications (978)
326-4058investorrelations@analogic.com
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