SenoRx to be Acquired by C. R. Bard for Approximately $213 Million
05 5월 2010 - 9:15PM
SenoRx, Inc. (Nasdaq:SENO) today announced it has entered into a
definitive merger agreement with C. R. Bard (NYSE:BCR) at a price
of $11 per share, or approximately $213 million in the aggregate.
The SenoRx board of directors unanimously approved the agreement
and will recommend that the Company's shareholders approve the
transaction.
Under the terms of the merger agreement, SenoRx stockholders
will receive $11 in cash for each share that they hold at the
closing of the merger, representing a 14 percent premium over the
closing price on May 4, 2010 and a 41 percent premium over the
company's average closing price during the 90 trading days ended
May 4, 2010. The acquisition is subject to certain closing
conditions specified in the definitive agreement, including
regulatory approvals and the approval of SenoRx's
stockholders. The transaction is expected to close in the
third quarter of 2010.
"Our agreement with Bard represents an attractive valuation for
SenoRx shareholders, and as an all cash offer, provides liquidity
for shareholders," said John Buhler, SenoRx President and Chief
Executive Officer. "We believe the merger represents a great
opportunity for the combined companies to create product leadership
by offering a broader range of high-quality breast care products to
our customers."
Piper Jaffray & Co. served as exclusive financial advisor to
SenoRx and provided a fairness opinion to the Company's Board of
Directors. Wilson Sonsini Goodrich & Rosati, P.C. served
as counsel to SenoRx.
About SenoRx
SenoRx, Inc. (Nasdaq:SENO) develops, manufactures and sells
minimally invasive medical devices used by breast care specialists
for the diagnosis and treatment of breast cancer, including its
EnCor® vacuum-assisted breast biopsy system and Contura® MLB
catheter for delivering radiation to the tissue surrounding the
lumpectomy cavity following surgery for breast
cancer. SenoRx's field sales organization serves over 2,000
breast diagnostic and treatment centers in the United
States. In addition, SenoRx sells several of its products
through distribution partners in more than 30 countries outside the
U.S. The company's line of breast care products includes biopsy
disposables, biopsy capital equipment, diagnostic adjunct products
and therapeutic disposables. SenoRx is developing additional
minimally invasive products for the diagnosis and treatment of
breast cancer. For more information, visit the company's
website at
www.senorx.com.
The SenoRx, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=3605
Additional Information and Where to Find It
SenoRx, Inc. ("SenoRx") plans to file with the Securities and
Exchange Commission (the "SEC") and furnish to its stockholders a
proxy statement in connection with the proposed merger with a
wholly owned subsidiary of C. R. Bard, Inc. (the "Merger"),
pursuant to which SenoRx would be acquired by C. R. Bard, Inc.
("Bard"). The proxy statement will contain important information
about the proposed Merger and related matters. INVESTORS AND
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN
IT BECOMES AVAILABLE. Investors and stockholders will be able to
obtain free copies of the proxy statement and other documents filed
with the SEC by SenoRx through the Web site maintained by the SEC
at www.sec.gov. In addition, investors and stockholders will be
able to obtain free copies of the proxy statement from SenoRx by
contacting Investor Relations by telephone at +1 (949) 362-4800
ext. 132, by mail at SenoRx, Inc., 3 Morgan, Irvine, California,
92618, Attn: Investor Relations, by e-mail at lchurney@senorx.com,
or by going to SenoRx's Investor Relations page on its corporate
Web site at www.senorx.com (click on "Investors," then on "SEC
Filings").
SenoRx and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the
stockholders of SenoRx in connection with the proposed Merger.
Information regarding the interests of these directors and
executive officers in the transaction described herein will be
included in the proxy statement described above. Additional
information regarding these directors and executive officers is
also included in SenoRx's proxy statement for its 2010 Annual
Meeting of Stockholders, which was filed with the SEC on April 30,
2010. This document is available free of charge at the SEC's Web
site at www.sec.gov, and from SenoRx by contacting Investor
Relations by telephone at +1 (949) 362-4800 x132, by mail at
SenoRx, Inc., 3 Morgan, Irvine, California, 92618, Attn: Investor
Relations, by e-mail at lchurney@senorx.com, or by going to
SenoRx's Investor Relations page on its corporate Web site at
www.senorx.com (click on "Investors," then on "SEC Filings").
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934.
These forward-looking statements involve certain risks and
uncertainties that could cause actual results to differ materially
from those indicated in such forward-looking statements, including,
but not limited to, the ability of the parties to consummate the
proposed Merger, satisfaction of closing conditions precedent to
the consummation of the proposed Merger, the ability of Bard to
successfully integrate SenoRx's operations and employees, the
ability to yield benefits for customers and employees, and such
other risks as identified in SenoRx's most recent Annual
Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q,
each as filed with the SEC, which contain and identify important
factors that could cause the actual results to differ materially
from those contained in the forward-looking statements. SenoRx
assumes no obligation to update any forward-looking statement
contained in this press release.
CONTACT: SenoRx, Inc.
Lila Churney, Director of Investor Relations
+ 1 (949) 362-4800 ext.132
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