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CryoLife Announces Expiration of Go-Shop Period Related to its Proposed Acquisition of Cardiogenesis Corporation

Mon, 04/18/2011 - 6:35am
Bio-Medicine.Org

ATLANTA and IRVINE, Calif., April 18, 2011 /PRNewswire/ -- CryoLife, Inc. (NYSE: CRY), an implantable biological medical device and cardiovascular tissue processing company, today announced the expiration of the 20-day "go-shop" period that is part of its definitive agreement with Cardiogenesis Corporation ("Cardiogenesis"), whereby CryoLife is conducting a cash tender offer for 49.9 percent of the outstanding shares of Cardiogenesis.

During the "go-shop" period, Cardiogenesis was permitted, under the terms of the definitive agreement, to initiate, solicit and encourage proposals from, and engage in discussions with, third parties related to alternate acquisition proposals for a period of 20 days, which continued through April 17, 2011. Despite these solicitation efforts, Cardiogenesis did not receive any alternative acquisition proposals.

The initial tender offer period is expected to end on May 2, 2011. Assuming that CryoLife, through its wholly-owned subsidiary CL Falcon, Inc., acquires 49.9 percent of the outstanding shares, Cardiogenesis will hold a special meeting of Cardiogenesis shareholders as soon as practical after the completion of the tender offer to vote on the proposed merger. If more than 50 percent of the outstanding shares of Cardiogenesis, including those shares acquired by CryoLife in the tender offer, vote in favor of the merger, CryoLife and Cardiogenesis will move to complete the merger as soon as possible after the special meeting of Cardiogenesis shareholders. Assuming CryoLife successfully acquires 49.9 percent of Cardiogenesis' outstanding shares in the tender offer, CryoLife expects that the shares acquired in the tender offer together with shares held by the officers and directors of Cardiogenesis that are subject to a support agreement that requires them to be voted in favor of the merger will be sufficient to assure approval of the merge

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