NEWS RELEASE Medtronic Contacts: Osteotech Contacts: Marybeth Thorsgaard Jennifer Beugelmans Public Relations Investor Relations
Exhibit 99.1
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 OSTEOTECH INC. LOGO)"/> |
| NEWS RELEASE | ||||
| Medtronic Contacts: | Osteotech Contacts: | |||
| Xxxxxxxx Xxxxxxxxxx | Xxxxxxxx Xxxxxxxxxx | |||
| Public Relations | Investor Relations | |||
| 000-000-0000 | 000-000-0000 | |||
| Xxxx Xxxxxx | Xxx Xxxxxxx | |||
| Investor Relations | Media Relations | |||
| 000-000-0000 | 000-000-0000 |
FOR IMMEDIATE RELEASE
MEDTRONIC SIGNS AGREEMENT TO ACQUIRE OSTEOTECH
Acquisition Will Expand Product Offering, Pipeline and New Markets for Biologics
Business
Business
MEMPHIS, TENN. August 17, 2010 —Medtronic Inc., (NYSE: MDT) and Osteotech, Inc., (NASDAQ: OSTE)
today announced that the companies have signed a definitive agreement under which Medtronic will
acquire Osteotech for $6.50 per share in cash for each share of Osteotech common stock. The total
value of the transaction is expected to be approximately $123 million.
Osteotech is a leader in the growing field of biologic products for regenerative healing, and has
pioneered several innovative technology platforms including Grafton® demineralized bone matrix, a
family of products which has a large and growing body of evidence supporting its best-in-class bone
generating capabilities. Osteotech’s differentiated portfolio of biologics also includes
MagniFuse™ Bone Grafts and Plexur® Biocomposites, which are utilized in a broad range of
musculoskeletal surgical
procedures. In addition, Osteotech is in the midst of seeking U.S. Food & Drug Administration
clearance for the first product based upon its first-in-class HCT™ (Human Collagen Technology)
platform, an engineered human collagen biomaterial.
The acquisition of Osteotech will complement the Medtronic Biologics business’ bone healing
portfolio and expand its current presence in spine, orthopedic trauma, and dental into several
additional new treatment areas including joint reconstruction, foot and ankle, and sports medicine.
In addition, the combined technical and product capabilities will create opportunities to develop
breakthrough next-generation products.
“This acquisition represents a key step in Medtronic’s strategy to build a broader business in
regenerative biologics,” said Xxxxx X’Xxxxxxx, Medtronic executive vice president and Restorative
Therapies Group president. “Osteotech’s products and capabilities will better position Medtronic
in today’s competitive musculoskeletal biologics market, and also position the company more broadly
for the opportunity we see in the future.”
Xxx XxXxxxxxxx, general manager of Medtronic’s Biologics business said, “We see substantial
opportunities during the next five to 10 years to help more patients with biologics and
regenerative therapies. The combination of our two organizations will only accelerate our
innovation and progress against our goals in helping to alleviate pain, restore health, and extend
life for our patients.”
“Our mission is to develop leading-edge regenerative biologics that will positively impact the
lives of patients, enhance physicians’ capabilities to deliver superior surgical outcomes and
enhance the gift of life to promote healing,” said Xxx Xxxxx-Xxxxx,
president and chief executive officer of Osteotech. “Through the efforts of all our stakeholders,
we have created a pipeline of biologics platforms unprecedented in the emerging biologics industry.
We believe Medtronic’s global scale and scope across geographies and functions and its commitment
to innovation make them an ideal partner to carry forward our mission.”
“With a unanimous vote, the board of directors of Osteotech approved this transaction because the
board believes it offers significant value to our stockholders,” said Xxxxxxx X. Xxxxxx, III,
chairman of the board of directors of Osteotech. “We believe this is the best path forward for the
Osteotech organization and products, and we look forward to finalizing this transaction smoothly
and quickly.”
The transaction is subject to customary closing conditions, including approval by Osteotech’s
stockholders and U.S. and foreign regulatory clearances.
About Medtronic and Medtronic Biologics
Medtronic, Inc. (xxx.xxxxxxxxx.xxx), headquartered in Minneapolis, is the global leader in
medical technology — alleviating pain, restoring health, and extending life for millions of people
around the world.
Medtronic Biologics, based in Memphis, Tenn., is the global leader in biologics regeneration and
pain therapies across a variety of musculoskeletal and other applications. The business markets
breakthrough innovations such as INFUSE™ Bone Graft, which received the prestigious Prix Galien USA
Award for Best Biotechnology Product in 2008. Medtronic Biologics also has a robust pipeline of
other products, including sciatica and post-op pain therapies, all of which complement its focus on
applications for the spine, orthopedic trauma, and dental.
About Osteotech
Osteotech, Inc.,
headquartered in Eatontown, New Jersey, is a global leader in providing biologic solutions for regenerative
medicine to support surgeons and their patients in the repair of the musculoskeletal system through the development
of innovative therapy-driven products that alleviate pain, promote biologic healing and restore function. For further
information regarding Osteotech, please go to Osteotech’s website at xxx.Xxxxxxxxx.xxx.
Additional Information about the Proposed Transaction and Where You Can Find It
Osteotech intends to file with the Securities and Exchange Commission (the “SEC”) preliminary and
definitive proxy statements and other relevant materials in connection with the proposed
acquisition of Osteotech by Medtronic. The definitive proxy statement will be mailed to Osteotech
stockholders. Before making any voting or investment decisions with respect to the transaction,
investors and security holders of Osteotech are urged to read the proxy statement and the other
relevant materials when they become available because they will contain important information about
the transaction, Osteotech and Medtronic. Investors and security holders may obtain free copies of
these documents (when they are available) and other documents filed with the SEC at the SEC’s web
site at xxx.xxx.xxx. In addition, investors and security holders may obtain free copies of the
documents filed with the SEC by accessing Osteotech’s website at xxx.xxxxxxxxx.xxx or by writing
Osteotech at 00 Xxxxx Xxx, Xxxxxxxxx, Xxx Xxxxxx, 00000.
Information Regarding Participants
Osteotech, Medtronic and their respective directors, executive officers and certain other members
of management and employees may be soliciting proxies from Osteotech
stockholders in favor of the merger. Information regarding the persons who may, under the rules of
the SEC, be considered participants in the solicitation of the Osteotech stockholders in connection
with the proposed merger will be set forth in the proxy statement when it is filed with the SEC.
You can find information about Medtronic’s executive officers and directors in its definitive proxy
statement filed with the SEC on July 16, 2010. You can obtain a free copy of this document at the
SEC’s web site at xxx.xxx.xxx, or by accessing Medtronics’s website at xxx.Xxxxxxxxx.xxx and
clicking on the Investors link. You can find information about Osteotech’s executive officers and
directors in its definitive proxy statement filed with the SEC August 3, 2010. You can obtain a
free copy of this document at the SEC’s web site at xxx.xxx.xxx or by accessing Osteotech’s
website at xxx.xxxxxxxxx.xxx or by writing Osteotech at 00 Xxxxx Xxx, Xxxxxxxxx, Xxx Xxxxxx, 00000.
Safe Harbor
This Press Release contains forward-looking statements that may include statements regarding the
intent, belief or current expectations of Osteotech, Medtronic and their respective management.
Forward looking statements include statements about the benefits and advantages of the acquisition
for Osteotech and its stockholders, and the benefits of the acquisition for Medtronic
post-transaction, such as product development opportunities and operating synergies. Actual
results could differ materially from those projected in the forward-looking statements as a result
of a number of important factors, including but not limited to the risk that the acquisition of
Osteotech by Medtronic will not close as the transaction is subject to certain closing conditions,
such as the ability to obtain regulatory approvals of the proposed acquisition, including antitrust
approval, and the approval of the transaction by Osteotech’s stockholders. In addition, if and
when the transaction is closed, there will be risks and uncertainties related to Medtronic’s
ability to integrate Osteotech successfully, the risk that the cost savings and any
other synergies from the acquisition may not be fully realized or may take longer to realize than
expected; disruption from the acquisition making it more difficult to maintain relationships with
customers, employees or suppliers; and competition and its effect on pricing, spending, third-party
relationships and revenues. Additional factors that may affect future results are contained in the
SEC filings for Medtronic and Osteotech, including but not limited to Medtronic’s Annual Report on
Form 10-K for the year ended April 30, 2010 and Osteotech’s Annual Report on Form 10-K for the year
ended December 31, 2009. Medtronic and Osteotech each disclaim any obligation to update and revise
statements contained in this release based on new information or otherwise.
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