Attached files
file | filename |
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8-K - OTIX GLOBAL, INC. | v196426_8k.htm |
EX-2.1 - OTIX GLOBAL, INC. | v196426_ex2-1.htm |
Exhibit
99.1
September
13, 2010
Company
Press Release
Source:
|
Otix
Global, Inc.
|
|
Contact:
|
Sam
Westover
|
Michael
Halloran
|
Chairman
and CEO
|
Vice
President and CFO
|
|
(801)
312-1700
|
(801)
312-1717
|
Otix
Global, Inc. Enters Into Definitive Merger Agreement
With
William Demant Holding A/S
William
Demant to pay $8.60 per share
Salt Lake City, Utah,
September 13, 2010 — Otix Global, Inc. (Otix) (NASDAQ: OTIX), a leading provider
of hearing care services and solutions and the parent company of Sonic
Innovations, Inc. (Sonic) and HearingLife, today announced that it has entered
into a definitive merger agreement with William Demant Holding A/S (WDH), the
parent company of hearing aid companies, Oticon and Bernafon. Under
the merger agreement WDH will pay $8.60 for each outstanding share of Otix
common stock.
“In a
short period of time, Otix Global has grown from an innovative start-up company
to a leading manufacturer and distributor of superior hearing solutions under
its Sonic and HearingLife brands. Our product lines have garnered
industry attention and awards and are representative of the innovative
technology for which Otix is known,” said Otix Chairman and CEO Sam
Westover. “The merger with William Demant will provide the research
and development, marketing and sales support and resources necessary to further
expand Sonic and HearingLife’s presence in the hearing healthcare
industry.”
The
proposed transaction represents a 112% and 125% premium to Otix’s 5-day and
30-day average stock prices, respectively, as of the last trading day before the
merger announcement. The boards of directors of Otix and WDH have
given their approvals to the transaction, which is subject to German and
Australian merger control regulations, and other customary closing conditions.
The agreement will require the approval of Otix’s shareholders. It is
anticipated that the merger will be completed between mid-November and the end
of 2010.
“Otix is
proud of the many achievements and contributions it has made to the hearing aid
industry. As a pioneer to the industry, many of Otix Global’s
technologies have become standard in the industry today. The
company’s commitment to manufacture and market products to improve the hearing
of millions of people worldwide will only be strengthened by the merger,”
said Mr. Westover.
ABOUT
OTIX GLOBAL:
Otix
Global designs, develops, manufactures and markets advanced digital hearing aids
designed to provide the highest levels of satisfaction for hearing impaired
consumers.
1
Any
statements in this press release about future expectations, plans and prospects
for Otix, including statements about the expected timetable for consummation of
the proposed transaction among WDH and Otix, and any other statements about
WDH’s or Otix’s future expectations, beliefs, goals, plans or prospects,
constitute forward-looking statements within the meaning of The Private
Securities Litigation Reform Act of 1995. These statements may contain the words
“believes,” “anticipates,” “plans,” “expects,” “will” and similar expressions.
Actual results may differ materially from those currently anticipated due to a
number of risks and uncertainties that are subject to change based on factors
that are, in many instances, beyond the control of WDH and Otix. Risks and
uncertainties that could cause results to differ from expectations include: the
merger may not be approved by our shareholders or the applicable governmental
agencies; we may fail to receive the requisite number of votes or proxies from
our shareholders to obtain a quorum; the merger agreement may be terminated
according to its terms prior to the finalization of the merger; the announcement
of the pending merger with WDH may have a significant and deleterious effect on
our business; the occurrence of any event or proceeding that could give rise to
the termination of the merger agreement; the inability to complete the merger
due to the failure of the closing conditions to be satisfied; the outcome of any
legal proceedings that may be instituted in connection with the merger;
uncertainties as to the timing of the merger; the risk that competing offers
will be made; the effects of disruption from the transaction making it more
difficult to maintain relationships with employees, customers, suppliers,
banking partners, other business partners or governmental entities; other
business effects, including the effects of industry, economic or political
conditions outside of the control of WDH and Otix; transaction costs; actual or
contingent liabilities; or other risks and uncertainties described in the
section titled “Risk Factors” in Otix’s Annual Report on Form 10-K for the year
ended December 31, 2009, as filed by Otix with the Securities and Exchange
Commission, and described in other filings made by Otix from time to time with
the Securities and Exchange Commission.
We
undertake no obligation to revise our forward-looking statements to reflect
events or circumstances after the date hereof as a result of new information,
future events or otherwise.
2