Attached files
file | filename |
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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-99.2 - EX-99.2 - AMERICAN MEDICAL SYSTEMS HOLDINGS INC | c64886exv99w2.htm |
Exhibit 99.3
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American Medical Systems 10700 Bren Road West Minnetonka, MN 55343 USA |
Phone: 952-930-6000 Fax: 952-930-6157 |
May 26, 2011
To:
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Holders of American Medical Systems Holdings, Inc. 4.00% Convertible Senior Subordinated Notes due 2041 |
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and | ||
U.S. Bank National Association 60 Livingston Avenue St. Paul MN 55107 Attention: Raymond Haverstock, Corporate Trust Services |
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Re:
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Notice of Anticipated Merger Effective Date |
Reference is hereby made to the Indenture, dated as of September 21, 2009 (the
Indenture), between American Medical Systems Holdings, Inc., a Delaware corporation (the
Company), the Subsidiary Guarantors party thereto, as guarantors (the
Guarantors) and U.S. Bank National Association, as trustee (the Trustee),
relating to the Companys 4.00% Convertible Senior Subordinated Notes due 2041 (CUSIP No.
02744MAB4) (the 2041 Notes). Capitalized terms used but not defined in this notice shall
have the meanings ascribed to such terms in the Indenture. A copy of the Indenture was included as
an exhibit to the Companys Current Report on Form 8-K, filed with the Securities and Exchange
Commission (the SEC) on September 22, 2009, which is available on the SECs website at
www.sec.gov.
On April 10, 2011, the Company entered into an Agreement and Plan of Merger (the Merger
Agreement) with Endo Pharmaceuticals Holdings Inc., a Delaware corporation (Endo),
and NIKA Merger Sub, Inc., a Delaware corporation and a wholly owned indirect subsidiary of Endo
(Merger Sub). The Company and Endo issued a press release publicly announcing execution
of the Merger Agreement on April 11, 2011, and included a copy of this press release and the Merger
Agreement as exhibits to the Companys Current Report on Form 8-K, filed with the SEC on April 12,
2011. On May 10, 2011, the Company filed a definitive proxy statement with respect to the special
meeting of the Companys stockholders to be held to adopt the Merger Agreement and announced that
the special meeting would be held on June 15, 2011.
Pursuant and subject to the Merger Agreement, the Company has agreed that Merger Sub will be
merged with and into the Company with the Company continuing as the surviving corporation (the
Merger). At the effective time of the Merger, each issued and outstanding share of
common stock of the Company (the Common Stock), other than certain shares held directly
or indirectly by the Company or Endo or by stockholders who properly exercise appraisal rights
under Delaware law, will be converted into and represent solely the right to receive $30.00 in
cash, without interest (the Merger Consideration), and less any applicable withholding
taxes.
In accordance with Section 11.10 of the Indenture, notice is hereby given as to the expected
effective date of the Merger and the expected date as of which the Companys stockholders shall be
entitled to exchange their shares of Common Stock for the Merger Consideration. Completion of the
Merger remains subject to customary closing conditions, including the adoption of the Merger
Agreement by the stockholders of the Company. Subject to the satisfaction of these closing
conditions, the Company expects that the Merger will be completed on or about June 17, 2011. The
Company expects that its stockholders will be entitled to exchange their shares of Common Stock for
the Merger Consideration upon completion of the Merger.