Philips announces conditions to tender offer to acquire Respironics have been met
Royal Philips Electronics (NYSE:PHG, AEX:PHI) (“Philips”) today announced all conditions to the closing of the tender offer by its wholly owned subsidiary, Moonlight Merger Sub, Inc. (“Philips Merger Sub”), to acquire all outstanding shares of common stock of Respironics, Inc. (NASDAQ:RESP) (“Respironics”) for $66.00 per Respironics share, without interest and subject to any applicable withholding of taxes, have been met. One of the remaining conditions for the closing of the tender offer included receiving more than 50% of the total number of outstanding shares tendered into the offer. As of the expiration of the tender offer, at 5:00 p.m., New York City time, on March 6, 2008, Philips Merger Sub had received approximately 69.1 million Respironics shares tendered into the offer, including approximately 4.4 million Respironics shares tendered by guaranteed delivery, together representing approximately 92.9% of the outstanding shares of Respironics.
Philips expects to promptly pay for all shares that were tendered on or prior to the expiration of the offer.
Philips also announced today that Philips Merger Sub has elected to provide a subsequent offering period of 5 business days, which commences today and will expire at 5:00 p.m., New York City time, on March 13, 2008. Holders of Respironics shares who have not already tendered their shares may do so at any time before the expiration of the subsequent offering period. All Respironics shares validly tendered during the subsequent offering period will be immediately accepted and payment of $66.00 per Respironics share, without interest and subject to any applicable withholding of taxes, will be made promptly after acceptance in accordance with the terms of the offer. This amount is the same consideration that Philips Merger Sub will pay for Respironics shares tendered into the initial offering period, as extended, which expired on March 6, 2008. No shares tendered into the subsequent offering period may be withdrawn after having been tendered. The purpose of the subsequent offering period is to enable holders of Respironics shares who did not tender their shares prior to the expiration of the initial offering period to participate in the offer and receive, on an expedited basis, $66.00 per Respironics share, without interest and subject to any applicable withholding of taxes.
Investors and stockholders of Respironics are urged to read the Tender Offer Statement on Schedule TO (containing the offer to purchase, a letter of transmittal and related materials) relating to the tender offer that has been filed with the Securities and Exchange Commission (the “SEC”) because it contains important information, including the various terms of, and conditions to, the tender offer. Investors and stockholders of Respironics may obtain these and other documents regarding the tender offer, the merger and the related transactions filed by Philips Merger Sub and Respironics for free from the SEC’s website at www.sec.gov.
Georgeson Inc. is the Information Agent for the tender offer and any questions or requests for assistance or free copies of the offer to purchase and the letter of transmittal may be directed to it at 199 Water Street, 26th Floor, New York, NY 10038 or by telephone toll-free at (800) 491-3017 or at (212) 440-9800 (bankers and brokers only). Deutsche Bank is the Dealer Manager for the tender offer and can be reached at 60 Wall Street, New York, NY 10005 or by telephone toll-free at (877) 221-7676.
This news content was configured by WebWire editorial staff. Linking is permitted.
News Release Distribution and Press Release Distribution Services Provided by WebWire.