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8-K - FORM 8-K - WRIGHT MEDICAL GROUP INC | g26504e8vk.htm |
Exhibit 99.1
FOR RELEASE 3:00 P.M. CENTRAL Wednesday, March 16, 2011 Contact: Lance Berry (901) 867-4607 |
Wright Medical Group Announces Closing of Tender Offer
for 2.625% Convertible Senior Notes due 2014
for 2.625% Convertible Senior Notes due 2014
Additionally the Company Announces $150 million Term Loan Borrowing under its Senior Credit Facility.
ARLINGTON, TN March 16, 2011 Wright Medical Group, Inc. (Wright Medical) (NASDAQ: WMGI), a
global orthopaedic medical device company and a leading provider of surgical solutions for the foot
and ankle market, announced the expiration, on March 11, 2011, of its tender offer to purchase for
cash any and all of its outstanding 2.625% Convertible Senior Notes due 2014 (the Convertible
Notes) at $1,000 per $1,000 principal amount of Notes.
As previously announced, the tender offer expired on March 11, 2011. Wright Medical used the
proceeds from a $150 million borrowing under the delayed draw term loan (Term Loan) facility
available under its amended and restated credit agreement (Senior Credit Facility) and cash on
hand to fund the purchase of all $170.9 million of the Convertible Notes validly tendered in the
tender offer and not withdrawn prior to the expiration date. Following the closing of the tender
offer, $29.1 million aggregate principal amount of the Convertible Notes remain outstanding.
The Term Loan will bear interest at a floating base rate based on the prime rate or at a floating
Eurodollar rate based on LIBOR, plus a margin based on Wright Medicals consolidated leverage ratio
as defined in the Senior Credit Facility. Annual repayments of 5%, 5%, 10%, 10%, and 15%,
respectively, of the original principal amount of the Term Loan are required under the Senior
Credit Facility, with the remaining principal amount due on February 10, 2016.
Commenting on the results of the tender offer and Term Loan borrowing, Gary D. Henley, President
and Chief Executive Officer, stated We are pleased with the success of the tender offer for our
Convertible Notes. With our Convertible Notes now substantially replaced by borrowings under our
Senior Credit Facility, we have extended the maturity of our debt, increased our total debt
capacity and increased the flexibility of our capital structure.
The Company incurred transaction costs associated with the tender offer and will expense
approximately $2.9 million of non-cash deferred financing fees associated with the Convertible
Notes tendered. Excluding these transaction costs and deferred financing charges, the combined
impact of the Convertible Notes tendered and the Term Loan borrowing is anticipated to be
approximately $.01 $.02 accretive to 2011 earnings per share. More detailed guidance regarding
the financial aspects of the transaction and its expected impact on Wrights future financial
results will be provided in connection with the Companys announcement of its first quarter 2011
financial results.
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements as defined under U.S. federal securities
laws. These statements reflect managements current knowledge, assumptions, beliefs, estimates,
and expectations and express managements current views of future performance, results, and trends
and may be identified by their use of terms such as anticipate, believe, could, estimate,
expect, intend, may, plan, predict, project, will, and other similar terms.
Forward-looking statements are subject to a number of risks and uncertainties that could cause our
actual results to materially differ from those described in the forward-looking statements. Risks
and uncertainties that could cause our actual results to materially differ from those described in
forward-looking statements include those discussed in our filings with the Securities and Exchange
Commission (including those described in Item 1A of our Annual Report on Form 10-K for the year
ended December 31, 2010 filed with the SEC under the heading Risk Factors), and the following:
the impact of our settlement of the federal investigation into our consulting arrangements with
orthopaedic surgeons relating to our hip and knee products in the United States, including our
compliance with the Deferred Prosecution Agreement through September 2011 and the Corporate
Integrity Agreement through September 2015; and any impact of the credit environment on us. Readers
should not place undue reliance on forward-looking statements. Such statements are made as of the
date of this press release, and we undertake no obligation to update such statements after this
date.
Wright Medical Group, Inc. is a global orthopaedic medical device company specializing in the
design, manufacture and marketing of devices and biologic products for the extremity, hip and knee
repair and reconstruction. Wright Medical is a leading provider of surgical solutions for the foot
and ankle market. Wright Medical has been in business for more than
60 years and markets its
products in over 60 countries worldwide. For more information about Wright Medical, visit its
website at www.wmt.com.