MURRYSVILLE, Pa., Dec. 21 /PRNewswire-FirstCall/ -- RESPIRONICS, INC. today announced it has entered into a definitive merger agreement pursuant to which Royal Philips Electronics (Philips) will commence a tender offer to acquire all of the outstanding shares of Respironics for USD 66.00 in cash per share, or a total purchase price of approximately USD 5.1 billion. The offer price represents a premium of approximately 31% over Respironics’ average closing share price for the thirty trading days ended December 20, 2007. The Board of Directors of Respironics has unanimously approved the transaction and recommends that Respironics shareholders accept and tender their shares into the offer. The tender offer is expected to commence by January 8, 2008 and is subject to customary conditions, including the tender of at least a majority of the shares and the receipt of U.S. and European regulatory approvals. The offer is not subject to any financing contingency, and the transaction is expected to be completed in the first quarter of 2008.
Respironics is a global leader in the treatment of Obstructive Sleep Apnea (OSA), a sleep disorder characterized by the repeated cessation of breathing during sleep. It is estimated that in the United States alone there are 18 - 20 million sufferers of moderate or severe OSA of which only 15 - 20% have been diagnosed. Research in recent years has shown a link between OSA, heart disease, stroke and diabetes. Additionally, the company has a leading position in noninvasive ventilation and has recently introduced new home oxygen technologies to serve the needs of respiratory impaired patients in the home. The remainder of the Company’s business is focused on the hospital channel and includes noninvasive and invasive ventilation, respiratory monitoring, neonatal products and respiratory drug delivery technologies for the treatment of respiratory diseases.
Upon closing, Respironics will become the headquarters for Philips Home Healthcare Solutions group within Philips Healthcare, and Respironics’ senior operating leadership are expected to remain with the organization and will continue to lead and manage the business. Philips has made a number of successful acquisitions in the area of Home Healthcare so far including Lifeline Systems, Health Watch and Raytel Cardiac Services. Today, Philips Home Healthcare Solutions supports almost one million at-risk seniors, either in their own homes or in senior living facilities throughout the U.S. and Canada.
“The transaction we are announcing today will deliver superior and certain value to Respironics’ shareholders,” said John L. Miclot, President and Chief Executive Officer of Respironics. “The combination of Respironics and Philips will allow us to continue to provide exceptional products and services to our customers and allow Respironics to expand its leadership in the global sleep and respiratory markets. Philips is the right partner to create additional growth opportunities for our company, and we believe that our organization will benefit significantly by being part of a larger, growing and dynamic organization. We look forward to working with the Philips team to ensure an effective and seamless transition.”
“A core part of Philips’ healthcare strategy is to achieve a leading position in the high growth sector of home healthcare,” Steve Rusckowski, Chief Executive Officer of Philips Healthcare and member of the Board of Management of Philips Electronics, said. “This acquisition, with its significant strategic and financial benefits to Philips Healthcare, is another important step in carrying out this strategy.” Upon completion of this acquisition, Respironics will become the centerpiece of Home Healthcare Solutions, which will form part of Philips Healthcare as of January 1, 2008.
Respironics is a leading developer, manufacturer and distributor of innovative products and programs that serve the global sleep and respiratory markets. Focusing on emerging market needs, the Company is committed to providing valued solutions to help improve outcomes for patients, clinicians and health care providers. Respironics markets its products in 141 countries and employs more than 5,300 associates worldwide. Further information can be found on the Company’s Web site: www.respironics.com.
Royal Philips Electronics of the Netherlands is a global leader in healthcare, lighting and consumer lifestyle, delivering products, services and solutions through the brand promise of “sense and simplicity”. Headquartered in the Netherlands, Philips employs approximately 128,000 employees in more than 60 countries worldwide. With sales of EUR 27 billion in 2006, the company is a market leader in medical diagnostic imaging and patient monitoring systems, energy efficient lighting solutions, personal care and home appliances, as well as consumer electronics. News from Philips is located at www.philips.com/newscenter.
FORWARD-LOOKING STATEMENT
This release may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Respironics and certain of the plans and objectives of Respironics with respect to these items, including without limitation completion of the tender offer and merger. Completion of the tender offer and merger are subject to conditions, including satisfaction of a minimum tender condition and the need for regulatory approvals, and there can be no assurance those conditions can be satisfied or that the transactions described in this press release will be completed. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.
Additional Information
The tender offer described in this press release has not yet commenced, and this press release is neither an offer to purchase nor a solicitation of an offer to sell Respironics common stock. Investors and security holders are urged to read both the tender offer statement and the solicitation/recommendation statement regarding the tender offer described in this press release when they become available because they will contain important information. The tender offer statement will be filed by a wholly- owned subsidiary of Philips Holding USA Inc., which is a wholly-owned subsidiary of Royal Philips Electronics, with the Securities and Exchange Commission (“SEC”) and the solicitation/recommendation statement will be filed by Respironics with the SEC. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed by Philips or Respironics with the SEC at the website maintained by the SEC at www.sec.gov. The tender offer statement and related materials, solicitation/recommendation statement, and such other documents may be obtained for free by directing such requests to Investor Relations of Respironics at 1010 Murry Ridge Lane, Murrysville, PA 15668.
CONTACT: Dan Bevevino, Vice President & CFO, +1-724-387-5235, Maryellen
Bizzack, Director, Mktg & Comm, +1-724-387-5006, both of Respironics Inc.;
Eric Brielmann or Andrea Salas, Joele Frank, Wilkinson Brimmer Katcher,
+1-212-355-4449, both for Respironics Inc.
Web site: http://www.respironics.com/
http://www.philips.com/newscenter/
