Endo Pharmaceuticals (Nasdaq: ENDP) today announced the successful completion of the tender offer by its wholly owned subsidiary, HT Acquisition Corp., for all of the outstanding shares of common stock of HealthTronics, Inc. (Nasdaq: HTRN). American Stock Transfer & Trust Company, the depositary for the tender offer, has advised Endo that, as of 5:00 p.m., New York City time, on July 1, 2010, the initial expiration of the tender offer, approximately 42,416,138 shares were validly tendered and not withdrawn in the tender offer, representing approximately 93.3759% of HealthTronics' issued and outstanding shares, of which approximately 4,699,604 shares were tendered by notice of guaranteed delivery. In order for the shares tendered by guaranteed delivery to be accepted for payment, the underlying shares must be received by the depositary within three trading days of the date on which the corresponding guaranteed deliveries were executed. All validly tendered shares have been accepted for payment and Endo will pay for all such shares promptly.
Endo also announced today that it would make available a subsequent offering period commencing immediately and expiring on July 9, 2010 at 5:00 p.m. New York City time for all HealthTronics shares not tendered into the offer prior to the initial expiration date. During the subsequent offering period, HT Acquisition Corp. will accept for payment and promptly pay for HealthTronics shares as they are tendered. Shareholders who tender shares during such period will receive the same $4.85 per HealthTronics share in cash as was paid to HealthTronics shareholders pursuant to the tender offer. Procedures for tendering shares during the subsequent offering period are the same as during the initial offering period with two exceptions: (1) shares cannot be delivered by the guaranteed delivery procedure and (2) pursuant to Rule 14d-7(a)(2) under the Securities Exchange Act of 1934, as amended, shares tendered during the subsequent offer period may not be withdrawn.
Endo and HT Acquisition Corp. reserve the right to extend the subsequent offering period in accordance with applicable law and their contractual obligations to HealthTronics. After expiration of the subsequent offering period, HT Acquisition Corp. will acquire all of the remaining outstanding shares of HealthTronics common stock by means of a merger under Georgia law. Endo currently expects to consummate the merger during the week of July 12, 2010, assuming it owns 90% of the outstanding HealthTronics shares at that time, after giving effect to the receipt of shares tendered by guaranteed delivery and any shares tendered during the subsequent offering period. As a result of the purchase of shares in the tender offer, HT Acquisition Corp. has sufficient voting power to approve the merger without the affirmative vote of any other HealthTronics shareholder. Following the merger, HealthTronics will become a wholly owned subsidiary of Endo, and each share of HealthTronics' outstanding common stock will be cancelled and converted into the right to receive the same consideration, without interest, received by holders who tendered in the tender offer. Thereafter, HealthTronics common stock will cease to be traded on the NASDAQ Stock Market.
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