TranS1 Inc. Schedules First Quarter 2013 Results Conference Call for Thursday, May 9, 2013
26 April 2013 - 10:01PM
TranS1 Inc. (Nasdaq:TSON) announced today that it plans to release
first quarter 2013 financial and operating results, and provide an
update on the company's acquisition of Baxano, Inc. ("Baxano"),
after market close on Thursday, May 9, 2013. Ken Reali, President
and Chief Executive Officer of TranS1, and Joe Slattery, Chief
Financial Officer, will host a conference call starting at 4:30 pm
ET on the same day. To listen to the conference call on your
telephone, please dial (877) 881-2183 for domestic callers and
(970) 315-0453 for international callers approximately ten
minutes prior to the start time. The call will be concurrently
webcast. To access the live audio broadcast or archived
recording, use the following link at
http://ir.trans1.com/events.cfm.
About TranS1 Inc.
TranS1 is a medical device company focused on designing,
developing and marketing products to treat degenerative conditions
of the spine affecting the lumbar region. TranS1 currently markets
the AxiaLIF® family of products for single and two level lumbar
fusion, the VEOTM direct lateral access and interbody fusion system
and the VectreTM posterior fixation system for lumbar fixation
supplemental to AxiaLIF fusion. TranS1 was founded in May 2000 and
is headquartered in Raleigh, North Carolina. For more information,
visit www.trans1.com.
TranS1 has entered into an Agreement and Plan of Merger, dated
March 3, 2013, by and among TranS1, RacerX Acquisition Corp.
("Merger Sub"), Baxano, and Sumeet Jain and David Schulte, as
Securityholder Representatives, as amended by the First Amendment
to Agreement and Plan of Merger, dated April 10, 2013, by and among
the parties (the "Merger Agreement"), pursuant to which, at the
effective time, Merger Sub will merge with and into Baxano with
Baxano surviving as a wholly-owned subsidiary of TranS1 (the
"Merger"). Baxano, based in San Jose, California, is focused on
developing minimally invasive tools to restore spine function and
preserve healthy tissue. Its commercially available product is the
iO-Flex® System for both decompression and fusion applications. The
Merger is currently expected to be completed in the second quarter
of 2013.
AxiaLIF® is a registered trademark of TranS1 and iO-Flex® is a
registered trademark of Baxano.
Cautionary Statement
The Merger discussed above involves the sale of securities in a
private transaction that will not be registered under the
Securities Act of 1933, as amended (the "Securities Act"), and will
be subject to the resale restrictions under that act. Such
securities may not be offered or sold absent registration or an
applicable exemption from registration requirements. This document
does not constitute an offer to sell or a solicitation of an offer
to buy any securities, nor shall there be any sale of securities in
any state or jurisdiction in which such an offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
Forward Looking Statements
Statements in this communication regarding the Merger constitute
"forward looking statements" within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act
of 1934, as amended, and are intended to qualify for the safe
harbor from liability established by the Private Securities
Litigation Reform Act of 1995. Such statements are subject to risks
and uncertainties that are often difficult to predict, are beyond
TranS1's control, and which may cause results to differ materially
from expectations. Factors that could cause actual results to
differ materially from those described include, but are not limited
to, the ability to consummate the transactions on the proposed
timeline or at all, failure to receive the approval of the
stockholders of TranS1, the risk that the Merger Agreement could be
terminated under circumstances that would require TranS1 to pay a
termination fee, the effect on TranS1's business of existing and
new regulatory requirements, uncertainty surrounding the outcome of
the matters relating to the subpoena issued to TranS1 by the
Department of Health and Human Services, Office of Inspector
General, stockholder class action lawsuits, and other economic and
competitive factors, and the other factors described in TranS1's
filings with the Securities and Exchange Commission (the "SEC"),
including its Annual Report on Form 10-K for the year ended
December 31, 2012 and subsequent reports. You are cautioned not to
place undue reliance on these forward looking statements, which are
based on TranS1's expectations as of the date of this communication
and speak only as of the date of this communication. TranS1
undertakes no obligation to publicly update or revise any forward
looking statement, whether as a result of new information, future
events, or otherwise.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the Merger described in the revised preliminary proxy
statement on Schedule 14A filed by TranS1 on April 10, 2013. TranS1
will file a definitive proxy statement (when available) and other
documents regarding the Merger described in this communication with
the SEC. STOCKHOLDERS OF TRANS1 ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH THE SEC, INCLUDING THE REVISED PRELIMINARY
PROXY STATEMENT ON SCHEDULE 14A FILED BY TRANS1 ON APRIL 10, 2013
AND, WHEN AVAILABLE, TRANS1'S DEFINITIVE PROXY STATEMENT, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. The
definitive proxy statement (when available) will be mailed to
stockholders. Stockholders will be able to obtain, without charge,
a copy of the revised preliminary proxy statement, the definitive
proxy statement (when available), and other documents TranS1 files
with the SEC from the SEC's website at www.sec.gov. The revised
preliminary proxy statement, definitive proxy statement (when
available), and other relevant documents will also be available,
without charge, by directing a request by mail or telephone to
TranS1, Attn: Corporate Secretary, 110 Horizon Drive, Suite 230,
Raleigh, NC 27615, by calling TranS1 at (866) 256-1206, by emailing
TranS1 at merger@trans1.com, or TranS1's website,
www.trans1.com.
TranS1 and its directors, executive officers, certain members of
management, and employees may have interests in the Merger or be
deemed to be participants in the solicitation of proxies of
TranS1's stockholders to approve the issuance of TranS1's stock in
connection with the Merger. Stockholders may obtain additional
information regarding the participants and their interests in the
solicitation by reading the revised preliminary proxy statement on
Schedule 14A filed by TranS1 on April 10, 2013 and the definitive
proxy statement (when available).
CONTACT: TranS1 Inc.
Joe Slattery, Executive Vice President
and Chief Financial Officer
919-825-0868
or
Westwicke Partners
Mark Klausner
443-213-0501
trans1@westwicke.com
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