BMED-buy out offer-Boston Scientific Announces Agreement to Acquire BEI Medical Systems Company,
Inc.; Acquisition to Expand
Endosurgery Product Offerings in the Area of Women's Health
Business Editors/Health & Medical Writers
NATICK, Mass. and TETERBORO, N.J.--(BW HealthWire)--May 14,
2002--Boston Scientific Corporation (NYSE:BSX) and BEI Medical Systems
Company, Inc. (NASDAQ:BMED) today announced the signing of a
definitive agreement for Boston Scientific to acquire BEI in an
all-cash transaction for a purchase price of approximately $95
million, or $6.84 per common share equivalent. The transaction, which
will be accomplished by a cash tender offer and follow-on merger, is
expected to close in the second quarter of 2002. The tender offer for
the common shares of BEI is expected to commence later this month and
is conditioned upon the tender of a majority of the outstanding shares
of BEI and other customary conditions. Management and certain other
stockholders of BEI have agreed to support the acquisition by
tendering their shares into the tender offer, voting their shares in
favor of the transaction at any shareholder meeting or selling their
securities to Boston Scientific. The BEI board has unanimously voted
to recommend the tender offer to its shareholders. Boston Scientific
expects the acquisition to be $0.01 dilutive to earnings in 2002.
The acquisition will expand Boston Scientific's product offerings
in the area of women's health. BEI will become part of Boston
Scientific's Endosurgery group.
BEI designs, manufactures and markets less-invasive technology
used by gynecologists to treat excessive uterine bleeding due to
benign causes. BEI's major technology is the Hydro ThermAblator(R)
(HTA) System, a less-invasive technology for global endometrial
ablation, a procedure designed to eliminate the tissue (the
endometrium) responsible for menstrual bleeding. The HTA System allows
gynecologists to perform endometrial ablation under direct
visualization on an outpatient basis under local anesthesia. More than
200,000 hysterectomies are performed each year in the U.S. for
excessive uterine bleeding due to benign causes.
The HTA System has received Pre-Market Approval (PMA) from the
U.S. Food and Drug Administration (FDA). In support of the PMA
submission, BEI submitted data from a controlled, randomized clinical
trial of 276 patients. This is the only FDA-approved trial of a
commercially available global endometrial ablation system to include
the treatment of women with submucosal fibroids up to 4 cm in
diameter. The trial achieved its primary endpoint by demonstrating
equivalency to rollerball endometrial ablation (the current standard
of care). The HTA System has also received CE Mark approval and is
commercially available in Europe and other international markets.
"The Hydro ThermAblator System is the only FDA-approved global
endometrial ablation system that provides physicians both direct
hysteroscopic visualization of the procedure and the ability to treat
irregularly shaped uterine cavities," said Steve Moreci, Boston
Scientific Senior Vice President and Group President, Endosurgery.
"The addition of this technology strengthens our growing gynecology
product offering and provides women with an important treatment
option."
"Since 1999, BEI has focused its efforts solely on the development
and commercialization of the Hydro ThermAblator System, which provides
a simple, cost-effective, and less-invasive solution to the problem of
excessive uterine bleeding," said Richard Turner, President and Chief
Executive Officer of BEI. "Combining the advantages of our HTA System
with the sales and marketing capabilities of Boston Scientific should
accelerate adoption and routine use of this technology. Our physician
customers and their patients will be well served by this combination."
Boston Scientific and BEI officials will be discussing the
agreement with analysts on a conference call at 11 a.m. ET today. The
Company will webcast the conference call simultaneously to all
interested parties through its website (www.bostonscientific.com). To
ensure a timely connection to the webcast, it is recommended that
users register at least 15 minutes before the conference call. The
webcast will be available for seven business days on the Boston
Scientific web site.
Boston Scientific is a worldwide developer, manufacturer and
marketer of medical devices. The Company's products are used in a
broad range of interventional medical specialties.
This press release contains forward-looking statements within the
meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Boston Scientific and BEI wish to
caution the reader of this press release that actual results may
differ from those discussed in the forward-looking statements and may
be adversely affected by, among other things, the inability to meet
conditions imposed for consummating the transaction, the risk that the
Boston Scientific and BEI businesses will not be integrated
successfully, risks associated with new product development and
commercialization, competitive offerings, each company's overall
business strategy, and other factors described in each company's
filings with the Securities and Exchange Commission.
This release is neither an offer to purchase nor a solicitation of
an offer to sell securities of BEI. The tender offers will be made
solely by an offer to purchase and a related letter of transmittal to
be disseminated upon the commencement of the tender offer. Holders of
BEI securities should read the Tender Offer Statement on Schedule TO
filed by Boston Scientific when it becomes available, as well as the
Schedule 14D-9 to be filed by BEI, as they will contain important
information about the tender offer. Investors can obtain -- at no cost
-- the Tender Offer Statement on Schedule TO, the Schedule 14D-9, and
other filed documents, from the Securities and Exchange Commission's
website sec.gov.
--30--mtb/la*
CONTACT: BEI Medical Systems Company, Inc.
Thomas W. Fry, 201/727-4900 or 201/727-4927
fry@beimedical.com
Richard W. Turner, 201/727-4901
www.beimedical.com
or
Boston Scientific Corporation
Milan Kofol, 508/650-8569 (Investor Relations)
Paul Donovan, 508/650-8541 (Media Relations)
or
Lippert/Heilshorn & Associates (Investor Relations)
Kim Sutton Golodetz, 212/838-3777
kgolodetz@lhai.com
Bruce Voss, 310/691-7100
bvoss@lhai.com
www.lhai.com
KEYWORD: MASSACHUSETTS NEW JERSEY
INDUSTRY KEYWORD: MEDICAL MEDICAL DEVICES CONFERENCE CALLS
MERGERS/ACQ
SOURCE: BEI Medical Systems Company, Inc.
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May-14-2002 13:11 GMT
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