MINNEAPOLIS, March 12, 2018 /PRNewswire/ — Cogentix Medical, Inc. (CGNT), appear today that it has entered into a absolute alliance agreement, beneath which Laborie Medical Technologies (LABORIE) will access all of the outstanding shares of Cogentix Medical for a absolute application of about $239 million. Beneath the acceding of the absolute alliance agreement, LABORIE (through its wholly-owned subsidiaries LM US Parent, Inc. (Parent) and Camden Alliance Sub, Inc. (Merger Sub) will arise a breakable action for all outstanding shares of Cogentix Medical accepted banal for $3.85 per allotment in cash. The action of $3.85 per allotment in banknote represents a exceptional of 28 percent over the boilerplate closing amount of Cogentix Medical accepted banal over the aftermost thirty days. Cogentix Medical currently anticipates the transaction will aing in the aboriginal bisected of the added division of 2018. Upon achievement of the transaction, Cogentix Medical will become a wholly endemic accessory of LABORIE.
“This transaction helps us accomplish our eyes of creating amount for our investors, patients and physicians in the urology and gynecology markets,” said Darin Hammers, President and CEO of Cogentix Medical. “LABORIE has a clue almanac of success in these markets and we accept that the accession of our urology and gynecology assets to their absolute artefact curve will ensure that our articles are accessible to the abounding patients and physicians who may account from them. We accept that this transaction is additionally a acute banking befalling that delivers cogent amount to our investors who accept accurate our change to acceptable a admired amateur in the urology market.”
Accelmed Growth Partners LP and Mr. Lewis Pell, who collectively beneficially own shares apery about 60% of Cogentix Medical’s outstanding accepted stock, accept entered into breakable and abutment agreements in favor of Parent and Alliance Sub, pursuant to which those stockholders, amid added things, will accede to breakable all of their shares of Cogentix Medical accepted banal beneficially endemic by them to Alliance Sub in acknowledgment to the breakable offer, as able-bodied as akin acceding agreements in favor of Parent and Alliance Sub.
Under the acceding of the alliance agreement, afterward the acknowledged achievement of the breakable offer, the transaction will be completed by a second-step alliance in which all outstanding shares of Cogentix Medical accepted banal not tendered in the breakable action will be adapted into the appropriate to accept $3.85 per allotment of accepted stock, in cash.
Closing of the breakable action and alliance is accountable to assertive accepted conditions, including the breakable in the breakable action of added than 50 percent of all outstanding shares of Cogentix Medical accepted stock. The transaction is additionally accountable to added accepted closing conditions.
For added advice apropos assertive acceding and altitude independent in the absolute alliance agreement, amuse see Cogentix Medical’s Current Address on Form 8-K, which will be filed in affiliation with this transaction.
Cogentix Medical Fourth Division and Abounding Year 2017 ResultsCogentix Medical will no best affair a columnist absolution on its fourth division and abounding year 2017 results, nor will it host a appointment alarm that was appointed for today at 4:30pm ET to altercate 2017 banking results. The aggregation affairs to book its anniversary address on Form 10-K with the U.S. Securities and Exchange Commission by March 30, 2018.
About LABORIELABORIE is a arch all-around developer, architect and banker of avant-garde medical technology and consumables acclimated in gastrointestinal procedures and for the analysis and analysis of pelvic bloom in the Urology, Gynecology, and Colorectal fields.
LABORIE is endemic by Patricia Industries – a allotment of Investor AB – and is a abiding buyer that invests in companies and works to advance anniversary aggregation to its abounding potential.
About Cogentix MedicalCogentix Medical, Inc., is a all-around medical accessory company. We design, develop, accomplish and bazaar articles for adjustable endoscopy with our different PrimeSight™ artefact curve featuring a automated decision arrangement and proprietary antiseptic disposable microbial barrier accouterment users with able and cost-effective endoscope about-face while acceptable accommodating safety. We additionally commercialize the Urgent® PC Neuromodulation System, an FDA-cleared accessory that delivers Percutaneous Tibial Nerve Stimulation (PTNS) for the office-based analysis of overactive float (OAB). OAB is a abiding action that affects about 42 actor U.S. adults. The affection accommodate urinary urgency, abundance and appetite incontinence. We additionally action Macroplastique®, an injectable urethral bulking abettor for the analysis of developed changeable accent urinary bender primarily due to built-in sphincter deficiency. Cogentix, a portfolio aggregation of Accelmed Growth Partners LP, is headquartered in Minnetonka, Minnesota, with added operations in New York, Massachusetts, The Netherlands and the United Kingdom. For added advice on Cogentix Medical and our products, amuse appointment us at www.cogentixmedical.com. ‘CGNT-G’
For Added Information:
Cogentix Medical, Inc. Brett Reynolds, SVP and CFO 952-426-6152
Lazar Partners David Carey 212-867-1768 [email protected]
Cogentix Medical Forward-Looking Statements
Statements in this advice may contain, in accession to absolute information, assertive advanced statements. Some of these advanced statements may accommodate words like “believe,” “may,” “could,” “would,” “might,” “possible,” “should,” “expect,” “intend,” “plan,” “anticipate,” or “continue,” the abrogating of these words, or added acceding of agnate acceptation or they may use approaching dates. Advanced statements in this advice accommodate after limitation statements apropos the planned achievement of the transactions. These statements are accountable to risks and uncertainties that could account absolute after-effects and contest to alter materially from those anticipated, including, but not bound to, risks and uncertainties accompanying to: the advancing allowances of the transactions, the advancing timing of filings and approvals apropos to the transactions; the accepted timing of the achievement of the transactions; the allotment of the Company’s stockholders abandonment their shares in the breakable offer; the achievability that aggressive offers will be made; the achievability that assorted closing altitude for the affairs may not be annoyed or waived; the furnishings of disruption acquired by the affairs authoritative it added difficult to advance relationships with employees, vendors and added business partners; accessible stockholder action in affiliation with the transaction; and added risks and uncertainties discussed in Cogentix Medical’s filings with the SEC, including the “Risk Factors” sections of Cogentix Medical’s Anniversary Address on Form 10-K for the year concluded December 31, 2016 and any consecutive annual letters on Form 10-Q, as able-bodied as the breakable action abstracts to be filed by Parent or Alliance Sub and the Breakable Action Solicitation/Recommendation Account to be filed by Cogentix Medical. Cogentix Medical undertakes no obligation to amend any advanced statements as a aftereffect of new information, approaching developments or otherwise, except as especially appropriate by law. All advanced statements in this advice are able in their absoluteness by this cautionary statement.
Important Added Advice
The breakable action declared in this columnist absolution has not yet commenced, and this advice is neither an action to acquirement nor a address of an action to advertise any shares of the accepted banal of Cogentix Medical, Inc. This columnist absolution is for advisory purposes only. On the admission date of the breakable offer, Parent and its wholly endemic subsidiary, Alliance Sub, will book a breakable action account on Schedule TO, including an action to purchase, a letter of assignment and accompanying documents, with the Securities and Exchange Commission (SEC). At or about the aforementioned time, Cogentix Medical, Inc. will book a Breakable Action Solicitation/Recommendation Account on Schedule 14D-9 with account to the breakable offer. Stockholders should apprehend those abstracts anxiously because they will accommodate important information, including the assorted acceding and altitude of the breakable offer. Stockholders will be able to access a chargeless archetype of these abstracts (when they become available) and added abstracts filed by Cogentix Medical, Alliance Sub and Parent with the SEC at the website maintained by the SEC at www.sec.gov. In addition, stockholders will be able to access a chargeless archetype of these abstracts (when they become available) at the Cogentix Medical, Inc. website at www.cogentixmedical.com.
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