Foxhollow Technologies, Inc. - Filing of certain prospectuses and communications in connection with business combination t (425)
03 10월 2007 - 6:14AM
Edgar (US Regulatory)
|
|
|
|
|
Filed by ev3 Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Subject Company: FoxHollow Technologies, Inc.
File No. of Related Registration Statement: 333-145554
|
CONTACTS:
Patrick Spangler, CFO
ev3 Inc.
(763) 398-7000
pspangler@ev3.net
MEDIA RELATIONS:
Laura Nobles
Nobles Communications
(310) 795-0497
laura@noblescommunications.com
INVESTOR RELATIONS:
Marian Briggs
Padilla Speer Beardsley
(612) 455-1742
mbriggs@psbpr.com
ev3 Inc. Reports 25% Net Sales Increase for Third Quarter
Merger with FoxHollow Expected to Close October 5, 2007
Plymouth, Minn. October 2, 2007
ev3 Inc. (NASDAQ: EVVV), in conjunction with its
anticipated merger with FoxHollow Technologies, Inc. (NASDAQ: FOXH), today reported preliminary
net sales results for its fiscal third quarter ended September 30, 2007.
ev3s net sales in the third quarter of 2007 increased 25% to approximately $65.1 million versus
net sales of $51.9 million in the third quarter of 2006. The companys guidance range for third
quarter net sales was $64 to $68 million. This third quarter sales growth reflected a strong
contribution from ev3s cardio peripheral and neurovascular business segments as well as a strong
contribution from both domestic and international markets.
Jim Corbett, Chairman, President and CEO of ev3 Inc., commented, We are very gratified by our
third quarter sales growth which was achieved despite understandable distraction in the field
related to our anticipated merger with FoxHollow. We are confident that our market share expansion
strategies are working and that we are carrying solid momentum into this exciting new phase of
growth and opportunity for ev3.
Sales Review
In the third quarter of 2007, ev3s neurovascular segment net sales increased 27% to $26.4 million
versus $20.7 million in the third quarter of 2006. Within the neurovascular business segment, sales
of embolic products increased 44% to $14.7 million from $10.2 million, and sales of neurovascular access and
delivery products were up 10% to $11.7 million from $10.6 million. The primary growth drivers for
the neurovascular segment were the continued market penetration of both the Onyx Liquid Embolic
System for the treatment of brain arterio-venous malformations (AVMs) and the launch of the new
Axium coil.
Cardio peripheral segment net sales in the third quarter of 2007 increased 24% to $38.7 million
versus $31.2 million in the third quarter of 2006. Within the cardio peripheral business segment,
stent sales increased 40% to $23.1 million from $16.5 million. Sales of thrombectomy and embolic
protection products declined 7% to $5.4 million from $5.8 million, while sales of procedural
support and other cardio peripheral products increased 15% to $10.2 million from $8.9 million. The
largest contributor to the growth in the cardio peripheral segment was the EverFlex stent, while
the decline in thrombectomy and embolic protection sales was due to a shift in marketing focus for
certain thrombectomy products.
On a geographic basis, ev3s third quarter of 2007 U.S. net sales increased 23% to $38.3 million,
while third quarter of 2007 international net sales increased 29% to $26.8 million, over the
prior-year quarter. Changes in foreign currency exchange rates had a positive impact of
approximately $1.2 million on third quarter 2007 net sales compared to the third quarter of the
prior year.
Outlook
ev3 previously disclosed its expectation that its 2007 annual net sales on a standalone basis would
be in the range of approximately $262 to $278 million, while its EBITDA, excluding non-cash
stock-based compensation, would be positive in 2007. However, as a result of the proposed merger
between ev3 and FoxHollow, anticipated to be completed on October 5, 2007, this guidance should no
longer be relied upon. Guidance for the merged company will be updated later this month as
described below. This guidance will address restructuring charges and the near-term effects of the
companys sales force and integration strategies that are expected to result in substantial
financial synergies during 2008.
Earnings Call
ev3 plans to provide updated guidance for the fourth quarter of 2007 and for 2008 and 2009 prior to
the ev3 Analyst Meeting at the Transcatheter Cardiovascular Therapeutics (TCT) conference on
October 22, 2007, and will provide full financial results for its fiscal third quarter in
conjunction with its regularly scheduled press release and conference call the week of October
29th.
About ev3 Inc.
ev3 Inc. is a global medical device company focused on endovascular technologies for the minimally
invasive treatment of vascular diseases and disorders.
ev3 and the ev3 logo are trademarks of ev3 Inc., registered in the U.S. and other countries. This
press release contains other trademarks and trade names of ev3 Inc. and other third parties, which
are the property of their respective owners.
Forward-Looking Statements
Statements contained in this press release that are not historical information are forward-looking
statements as defined within the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements, as well as future results, are subject to risks and uncertainties that
could cause actual results to differ materially from those projected or implied. Such potential
risks and uncertainties include, but are not limited to, in no particular order: product demand
and market acceptance; the impact of competitive products and pricing; changes in the regulatory
environment; availability of third party reimbursement; potential margin pressure resulting from
volume selling, as well as potential adverse effects on future product demand resulting from volume
purchases; delays in regulatory approvals and the introduction of new products; and success of
clinical testing. More detailed information on these and additional factors which could affect ev3
Inc.s operating and financial results is described in the companys filings with the Securities
and Exchange Commission, including its most recent annual report on
Form 10-K
and subsequent
quarterly reports on
Form 10-Q
. ev3 Inc. urges all interested parties to read these reports to gain
a better understanding of the many business and other risks that the company faces. Additionally,
ev3 Inc. undertakes no obligation to publicly release the results of any revisions to these
forward-looking statements, which may be made to reflect events or circumstances occurring after
the date hereof or to reflect the occurrence of unanticipated events.
Important Additional Information for Investors and Stockholders
This communication is being made in respect of the proposed business combination involving ev3 Inc.
and FoxHollow Technologies, Inc. In connection with the proposed transaction, ev3 filed with the
Securities and Exchange Commission a registration statement on Form S-4, containing an
information/proxy statement-prospectus and other relevant materials and each of ev3 and FoxHollow
may file with the SEC other documents regarding the proposed transaction. The final
information/proxy statement-prospectus has been mailed to the stockholders of ev3 and FoxHollow.
INVESTORS AND
SECURITY HOLDERS OF EV3 AND FOXHOLLOW ARE URGED TO READ THE INFORMATION/PROXY STATEMENT-PROSPECTUS
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS) AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN
THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT EV3, FOXHOLLOW AND THE PROPOSED
TRANSACTION.
Investors and security holders may obtain free copies of the registration statement and the
information/proxy statement-prospectus and other documents filed with the SEC by ev3 and FoxHollow
at the SECs web site at www.sec.gov. Free copies of the registration statement and the
information/proxy statement-prospectus and other documents filed with the SEC can also be obtained
by directing a request to ev3, Attention: Investor Relations Dept., telephone: (763) 398-7000; or
at ir@ev3.net or to FoxHollow, Attention: Investor Relations Dept., telephone (650) 421-8449, or at
investorrelations@foxhollowtech.com. In addition, investors and security holders may access copies
of the documents filed with the SEC by ev3 on ev3s website at www.ev3.net, and investors and
security holders may access copies of the documents filed with the SEC by FoxHollow on FoxHollows
web site at www.foxhollowtech.com.
ev3, FoxHollow and their respective directors and executive officers and other persons may be
deemed to be participants in the solicitation of proxies from the stockholders of FoxHollow in
respect of the proposed transaction. Information regarding ev3s directors and executive officers
is available in its Annual Report on Form 10-K for the year ended December 31, 2006, filed with the
SEC on March 14, 2007 and the proxy statement for ev3s 2007 Annual Meeting of Stockholders, filed
with the SEC on April 16, 2007. Information regarding FoxHollows directors and executive officers
is available in its Annual Report on Form 10-K for the year ended December 31, 2006, filed with the
SEC on March 13, 2007 and the proxy statement for FoxHollows 2007 Annual Meeting of Stockholders,
filed with the SEC on April 30, 2007. Investors and stockholders can obtain more detailed
information regarding the direct and indirect interests of ev3s and FoxHollows directors and
executive officers in the merger by reading the definitive information/proxy statement-prospectus.
ev3 Inc.
SELECTED NET SALES INFORMATION
(Dollars in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET SALES BY SEGMENT
|
|
For the Three Months Ended
|
|
|
|
|
|
|
For the Nine Months Ended
|
|
|
|
|
|
|
September 30,
|
|
|
October 1,
|
|
|
|
|
|
|
September 30,
|
|
|
October 1,
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
% change
|
|
|
2007
|
|
|
2006
|
|
|
% change
|
|
Cardio Peripheral
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stents
|
|
$
|
23,105
|
|
|
$
|
16,525
|
|
|
|
40
|
%
|
|
$
|
65,064
|
|
|
$
|
45,591
|
|
|
|
43
|
%
|
Thrombectomy and embolic protection
|
|
|
5,368
|
|
|
|
5,750
|
|
|
|
-7
|
%
|
|
|
20,029
|
|
|
|
15,429
|
|
|
|
30
|
%
|
Procedural support and other
|
|
|
10,240
|
|
|
|
8,894
|
|
|
|
15
|
%
|
|
|
30,742
|
|
|
|
26,062
|
|
|
|
18
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cardio peripheral
|
|
|
38,713
|
|
|
|
31,169
|
|
|
|
24
|
%
|
|
|
115,835
|
|
|
|
87,082
|
|
|
|
33
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Neurovascular
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Embolic products
|
|
|
14,698
|
|
|
|
10,177
|
|
|
|
44
|
%
|
|
|
40,451
|
|
|
|
26,972
|
|
|
|
50
|
%
|
Neuro access and delivery products and other
|
|
|
11,649
|
|
|
|
10,560
|
|
|
|
10
|
%
|
|
|
35,669
|
|
|
|
30,709
|
|
|
|
16
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total neurovascular
|
|
|
26,347
|
|
|
|
20,737
|
|
|
|
27
|
%
|
|
|
76,120
|
|
|
|
57,681
|
|
|
|
32
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total company
|
|
$
|
65,060
|
|
|
$
|
51,906
|
|
|
|
25
|
%
|
|
$
|
191,955
|
|
|
$
|
144,763
|
|
|
|
33
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET SALES BY GEOGRAPHY
|
|
For the Three Months Ended
|
|
|
|
|
|
|
For the Nine Months Ended
|
|
|
|
|
|
|
September 30,
|
|
|
October 1,
|
|
|
|
|
|
|
September 30,
|
|
|
October 1,
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
% change
|
|
|
2007
|
|
|
2006
|
|
|
% change
|
|
United States
|
|
$
|
38,312
|
|
|
$
|
31,127
|
|
|
|
23
|
%
|
|
$
|
113,028
|
|
|
$
|
86,590
|
|
|
|
31
|
%
|
International
|
|
|
26,748
|
|
|
|
20,779
|
|
|
|
29
|
%
|
|
|
78,927
|
|
|
|
58,173
|
|
|
|
36
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net sales
|
|
$
|
65,060
|
|
|
$
|
51,906
|
|
|
|
25
|
%
|
|
$
|
191,955
|
|
|
$
|
144,763
|
|
|
|
33
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
# # #
Foxhollow (NASDAQ:FOXH)
과거 데이터 주식 차트
부터 1월(1) 2025 으로 2월(2) 2025
Foxhollow (NASDAQ:FOXH)
과거 데이터 주식 차트
부터 2월(2) 2024 으로 2월(2) 2025