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8-K - FORM 8-K - AMERICAN MEDICAL SYSTEMS HOLDINGS INC | c64886e8vk.htm |
EX-99.1 - EX-99.1 - AMERICAN MEDICAL SYSTEMS HOLDINGS INC | c64886exv99w1.htm |
EX-99.3 - EX-99.3 - AMERICAN MEDICAL SYSTEMS HOLDINGS INC | c64886exv99w3.htm |
Exhibit 99.2
DATE: May 26, 2011
FOR IMMEDIATE RELEASE
AMERICAN MEDICAL SYSTEMS GIVES NOTICE OF ANTICIPATED DESIGNATED EVENT CONVERSION RIGHTS TO
HOLDERS OF 3 1/4% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2036
MINNEAPOLIS, May 26, 2011 American Medical Systems Holdings, Inc. (AMS or the Company)
(NASDAQ: AMMD) announced that, pursuant to the terms of the indenture (the 2036 Indenture)
governing its 3 1/4% Convertible Senior Subordinated Notes due 2036 (the 2036 Notes), it
anticipates that a Designated Event (as such term is defined in the 2036 Indenture) may occur on
or about June 17, 2011 (the Anticipated Designated Event Effective Date) as a result of the
proposed transactions contemplated by the Agreement and Plan of Merger, dated as of April 10, 2011
(the Merger Agreement) among Endo Pharmaceuticals Holdings Inc. (Endo), NIKA Merger Sub, Inc.,
a wholly owned indirect subsidiary of Endo (Merger Sub), and AMS. As previously disclosed, under
the Merger Agreement Endo will acquire AMS for $30.00 per share of common stock, par value $0.01
per share of AMS. Subject to the satisfaction or waiver of the conditions set forth in the Merger
Agreement, Merger Sub is expected to merge with and into AMS on or about June 17, 2011 (the
Merger), with AMS continuing as the surviving corporation and a wholly owned subsidiary of Endo.
Completion of the Merger would constitute a
Designated Event under the 2036 Indenture.
The 2036 Indenture requires AMS to give advance notice of the anticipated Designated Event that may
occur as a result of the completion of the Merger, as well as the anticipated effective date of the
Merger. The Merger is subject to certain closing conditions and there can be no assurance that the
Merger will be completed on the expected date, or at all.
Holders of the outstanding 2036 Notes have the right to convert such 2036 Notes at any time
beginning on May 26, 2011 (the date that is 15 Trading Days (as such term is defined in the 2036
Indenture) prior to the Anticipated Designated Event Effective Date) and until any time before the close of business on the business day immediately preceding the 40th day after the date AMS mails the Designated Event Company Notice (as
such term is defined in the 2036 Indenture), in accordance with, and subject to, the provisions of
the 2036 Notes and the 2036 Indenture.
About American Medical Systems Holdings, Inc.
American Medical Systems, headquartered in Minnetonka, Minnesota, is a diversified supplier of
medical devices and procedures to treat incontinence, erectile dysfunction, benign prostatic
hyperplasia (BPH), pelvic floor prolapse and other pelvic disorders in men and women. These
disorders can significantly diminish ones quality of life and profoundly affect social
relationships. In recent years, the number of people seeking treatment has increased markedly as a
result of longer lives, higher-quality-of-life expectations and greater awareness of new treatment
alternatives. American Medical Systems products reduce or eliminate the incapacitating effects of
these diseases, often through minimally invasive therapies. The Companys products were used to
treat approximately 340,000 patients in 2010.
Forward-Looking Statements
This press release contains forward-looking statements relating to, among other things, the
expected timing of the completion of the proposed merger between AMS and Endo, the ability to
complete the transaction considering the various closing conditions, the designated event
anticipated with respect to the 2036 Notes, and any assumptions underlying any of the foregoing.
These statements and other statements contained in this press release that are not purely
historical fact are forward-looking statements, within the meaning of the Private Securities
Litigation Reform Act of 1995, that are based on managements beliefs, certain assumptions and
current expectations. Actual results may differ materially from anticipated results. The
forward-looking statements contained in this press release are made as of the date hereof, and AMS
undertakes no obligation to update any forward-looking statements to reflect events or
circumstances after the date on which any such statement is made or to reflect the occurrence of
unanticipated events. Additional information concerning AMSs risk factors may be found in AMSs
public periodic filings with the Securities and Exchange Commission (SEC), including the
discussion under the heading Risk Factors in AMSs Annual Report on Form 10-K for the year ended
January 2, 2011, filed with the SEC on February 25, 2011, and its Quarterly Report on Form 10-Q for
the quarter ended April 2, 2011, filed with the SEC on May 12, 2011.
More information about the Company and its products can be found at its website
www.AmericanMedicalSystems.com and in the Companys Annual Report on Form 10-K for the year
ended January 2, 2011 and its other SEC filings.
Contact: | Mark Heggestad Executive Vice President and Chief Financial Officer 952-930-6495 Mark.Heggestad@AmericanMedicalSystems.com |