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IVD Acquisition Corp. Commences Tender Offer for All Shares of Immucor
Posted July 15, 2011
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Previously Announced Offer Price of $27.00 per Share in Cash
NORCROSS, Ga. and FORT WORTH, Texas -- Immucor, Inc. (Nasdaq:BLUD) and IVD Acquisition Corporation, an affiliate of TPG Capital, L.P., today announced that IVD Acquisition Corporation has commenced the previously-announced tender offer for all of the outstanding shares of common stock of Immucor at a price of $27.00 per share, in cash, payable without interest and less any applicable withholding taxes. IVD Acquisition Corporation and its parent company, IVD Holdings Inc., are affiliates of TPG.
On July 5, 2011, the Company and TPG announced that the Company, IVD Acquisition Corporation and IVD Holdings Inc. had signed a definitive merger agreement pursuant to which the tender offer would be made. The Company's board of directors has unanimously approved the terms of the merger agreement, including the tender offer.
Pursuant to the agreement, after completion of the tender offer and the satisfaction or waiver of all conditions, IVD Acquisition Corporation will merge with and into the Company and all outstanding shares of the Company's common stock, other than shares held by IVD Holdings Inc., IVD Acquisition Corporation or the Company or shares held by the Company's shareholders who validly exercise dissenters' rights under Georgia law, will be converted into the right to receive cash equal to the $27.00 offer price per share.
IVD Holdings Inc. and IVD Acquisition Corporation are filing with the Securities and Exchange Commission ("SEC") today a tender offer statement on Schedule TO, including an offer to purchase and related letter of transmittal, setting forth in detail the terms of the tender offer. Additionally, the Company is filing with the SEC today a solicitation/recommendation statement on Schedule 14D-9 setting forth in detail, among other things, the recommendation of the Company's board of directors that the Company's shareholders tender their shares into the tender offer.
Under the terms of the merger agreement, the tender offer is conditioned upon, among other things, satisfaction of a minimum tender condition of 84 percent of the Company's common shares on a fully-diluted basis, the funding of debt financing in accordance with the debt commitment letters, the receipt of the Federal Trade Commission's approval under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, the receipt of any applicable consents or approvals under German antitrust or merger control laws and other customary closing conditions. If the minimum tender condition is not met, and in certain other circumstances, the parties have agreed to complete the transaction through a one-step merger after receipt of shareholder approval.
The tender offer and withdrawal rights are scheduled to expire at 5:00 P.M., Atlanta, Georgia time, on Thursday, August 18, 2011, unless the offer is extended or earlier terminated.
About Immucor
Founded in 1982, Immucor manufactures and sells a complete line of reagents and systems used by hospitals, reference laboratories and donor centers to detect and identify certain properties of the cell and serum components of blood prior to transfusion. Immucor markets a complete family of automated instrumentation for all of its market segments. For more information on Immucor, please visit our website at www.immucor.com.
About TPG Capital
TPG Capital is a leading global private investment firm founded in 1992 with $48 billion of assets under management and offices in San Francisco, Beijing, Fort Worth, Hong Kong, London, Luxembourg, Melbourne, Moscow, Mumbai, New York, Paris, Shanghai, Singapore and Tokyo. TPG Capital has extensive experience with global public and private investments executed through leveraged buyouts, recapitalizations, spinouts, growth investments, joint ventures and restructurings. TPG Capital's healthcare investments have included Aptalis Pharma, Biomet, Fenwal, Healthscope, IASIS Healthcare, IMS Health, Oxford Health Plans, Parkway Holdings, Quintiles Transnational, Surgical Care Affiliates, among others.
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