Philips announces completion of tender offer to acquire Respironics
Amsterdam, The Netherlands - Royal Philips Electronics (NYSE:PHG, AEX:PHI) (“Philips”) today announced the completion 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. As of the expiration of the previously announced subsequent offering period for the tender offer, at 5:00 p.m., New York City time, on March 13, 2008, Philips Merger Sub had received over 70 million Respironics shares tendered into the offer, representing over 94% of the outstanding shares of Respironics. All Respironics shares validly tendered and not withdrawn have been accepted for payment and the consideration for all such shares either has been paid or will promptly be paid.
Commenting on today’s announcement, Gerard Kleisterlee, President and Chief Executive Officer of Royal Philips Electronics, said: “For Philips, the acquisition of Respironics will be a major milestone towards completing our objective to build market leadership positions in high-growth, high-margin markets around our three sectors. Upon closing of this transaction, Respironics will become the centerpiece of our Home Healthcare business within Philips Healthcare and with that we have successfully built a significant operation that can facilitate the evident societal need to make home-based healthcare an integral part of the healthcare system.”
As the final step of the acquisition process, Philips intends to effect a short-form merger of Philips Merger Sub with and into Respironics. Following the merger, Respironics will become an indirect wholly owned subsidiary of Philips, and Respironics shares will be delisted and will cease to trade on the NASDAQ National Market.
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.
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