Kinetic Concepts, Inc. (NYSE: KCI) today provided notice to
holders of its 3.25 percent Convertible Senior Notes due 2015 (the
“Notes”) in respect of the merger (the “Merger”) of Chiron Merger Sub,
Inc., a Texas corporation (“Chiron Merger Sub”) and a wholly owned
subsidiary of Chiron Holdings, Inc., a Delaware corporation (“Chiron”),
with and into Kinetic Concepts, Inc., a Texas corporation (“KCI” or the
“Company”) pursuant to an Agreement and Plan of Merger, dated as of July
12, 2011 (the “Merger Agreement”), by and among the Company, Chiron
Merger Sub, and Chiron. The Company issued a press release publicly
announcing the execution of the Merger Agreement on July 13, 2011, and
included a copy of the press release as an exhibit to the Company’s
Current Report on Form 8-K, filed with the Securities and Exchange
Commission (the “SEC”) on July 13, 2011. A copy of the Merger Agreement
was included as an exhibit to the Company’s Current Report on Form 8-K,
filed with the SEC on July 14, 2011. Copies of these filings are
available on the SEC’s website at www.sec.gov.
The Merger, which was consummated today (the “Effective Date”),
constitutes a Make-Whole Fundamental Change under the Indenture, dated
as of April 21, 2008, governing the Notes (the “Indenture”). A copy of
the Indenture was included as an exhibit to the Company’s Current Report
on Form 8-K, filed with the SEC on April 22, 2008.
In accordance with the Indenture, the Notes will be convertible in
connection with the Merger at the option of the holders from and after
the Effective Date and will remain convertible until 5:00 p.m., New York
City time, on the Business Day immediately prior to the Fundamental
Change Purchase Date (as defined in the Indenture). The exact date of
the Fundamental Change Purchase Date will be specified by the Company in
a separate notice that will be delivered to holders of Notes no later
than 20 days after the date hereof, and will be a date that is not less
than 20 or more than 35 calendar days after the date of such notice.
Under the terms of the Indenture, holders of Notes converting their
Notes in connection with the Merger during the time period specified
above will be entitled to an increase in the conversion rate applicable
to their Notes (the “Make-Whole Conversion Rate Adjustment”). This
Make-Whole Conversion Rate Adjustment will be equal to 1.7834 per 1,000
principal amount of Notes, based on the Effective Date of the Merger and
the Merger consideration per share of $68.50 in cash to which holders of
the Company’s common stock were entitled in connection with the Merger.
Pursuant to Section 16.02 of the Indenture, each Noteholder also has the
right, subject to certain conditions, including the consummation of the
Merger, at such Noteholder’s option, to require the Company to
repurchase all of such Noteholder’s Notes, or any portion thereof that
is a multiple of $1,000 principal amount, on the Fundamental Change
Purchase Date, at a price equal to 100% of the principal amount thereof,
together with accrued and unpaid interest to but excluding the
Fundamental Change Purchase Date. Noteholders who exercise this right
and do not duly withdraw such notice prior to the close of business on
the business day immediately preceding the Fundamental Change Purchase
Date will not be permitted to convert their Notes.
About KCI
Kinetic Concepts, Inc. (NYSE: KCI) is a leading global medical
technology company devoted to the discovery, development, manufacture
and marketing of innovative, high-technology therapies and products for
the wound care, tissue regeneration and therapeutic support system
markets. Headquartered in San Antonio, Texas, KCI’s success spans more
than three decades and can be traced to a history deeply rooted in
innovation and a passion for significantly improving the healing and the
lives of patients around the world.
The Company employs approximately 7,100 people and markets its products
in more than 20 countries. For more information about KCI and how its
products are changing the practice of medicine, visit www.KCI1.com.
Forward-Looking Statements
In addition to historical facts or statements of current condition, this
press release may contain forward-looking statements. Forward-looking
statements provide KCI’s current expectations or forecasts of future
events. You may identify some of these forward-looking statements by the
use of words in the statements such as “believes,” “expects,”
“anticipates,” “estimates,” “projects,” “intends,” “should,” “seeks,”
“future,” “continue,” or the negative of such terms, or other comparable
terminology. KCI’s performance and financial results could differ
materially from those reflected in these forward-looking statements due
to general financial, economic, regulatory and political conditions
affecting the biotechnology and pharmaceutical industries as well as
more specific risks and uncertainties facing KCI such as those set forth
in its reports on Form 8-K, 10-Q and 10-K filed with the SEC. Given
these risks and uncertainties, any or all of these forward-looking
statements may prove to be incorrect. Therefore, you should not rely on
any such factors or forward-looking statements. Furthermore, KCI does
not intend to update publicly any forward-looking statement, except as
required by law. The Private Securities Litigation Reform Act of 1995
permits this discussion.
