DJO Global, Inc. Announces Tender Offer for Outstanding Senior Notes
SAN DIEGO--(BUSINESS WIRE)--Sep 11, 2012--DJO Global Inc. (“DJO” or the “Company”), a global developer, manufacturer and distributor of high-quality medical devices that provide solutions for musculoskeletal health, vascular health and pain management, today announced that its indirect wholly owned subsidiary, DJO Finance LLC (“DJOFL”), has commenced a cash tender offer for any and all of its outstanding 10.875% Senior Notes due 2014 (CUSIP No. 23327BAA1) (“Notes”). The terms and conditions of the tender offer are described in an Offer to Purchase, dated September 11, 2012, and a related Letter of Transmittal, which are being sent to holders of Notes.
CUSIP Number Title of Security Aggregate Principal Amount Outstanding Late Tender Offer Consideration 1 Early Tender Premium 1 Total Tender Offer Consideration 1 23327BAA1 10.875% Senior Notes due 2014 $ 465,000,000 $ 1,008.75 $ 30.00 $ 1,038.75 (1) Per $1,000 principal amount of Notes accepted for purchase.
Holders of Notes must validly tender and not validly withdraw their Notes on or before 5:00 p.m., New York City time, on September 24, 2012, unless extended (such date and time, as the same may be extended, the “Early Tender Deadline”) in order to be eligible to receive the Total Tender Offer Consideration. Holders of Notes who validly tender their Notes after the Early Tender Deadline and on or before the Expiration Date (as defined below) will be eligible to receive only the Late Tender Offer Consideration, which is equal to the Total Tender Offer Consideration minus the Early Tender Premium. In addition to the applicable tender offer consideration, holders whose Notes are accepted for purchase in the tender offer will receive accrued and unpaid interest up to, but not including, the applicable settlement date. DJOFL may elect to accept for purchase prior to the expiration of the tender offer all Notes validly tendered on or before the Early Tender Deadline. It is anticipated that the settlement date for Notes validly tendered on or before the Early Tender Deadline will be October 1, 2012, if DJOFL elects to accept such Notes for purchase prior to the expiration of the tender offer. It also is anticipated that the settlement date for Notes validly tendered after the Early Tender Deadline and on or before the Expiration Date (as well as for Notes validly tendered on or before the Early Tender Deadline if DJOFL does not elect to accept such Notes for purchase prior to the expiration of the tender offer) will be promptly following the Expiration Date.
The tender offer will expire at 12:00 midnight, New York City time, on October 9, 2012, unless extended (such date and time, as the same may be extended, the “Expiration Date”). As set forth in the Offer to Purchase, validly tendered Notes may be validly withdrawn at any time on or before 5:00 p.m., New York City time, on September 24, 2012, unless extended. The consummation of the tender offer is not conditioned upon any minimum amount of Notes being tendered but is conditioned upon the satisfaction or waiver of the conditions set forth in the Offer to Purchase.
DJOFL’s obligations to accept any Notes tendered and to pay the applicable consideration for them are set forth solely in the Offer to Purchase and the related Letter of Transmittal. This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes. The tender offer is made only by, and pursuant to the terms of, the Offer to Purchase and the related Letter of Transmittal, and the information in this news release is qualified by reference to the Offer to Purchase and the related Letter of Transmittal. Subject to applicable law, DJOFL may amend, extend or, subject to certain conditions, terminate the tender offer.
Credit Suisse Securities (USA) LLC is the Dealer Manager for the tender offer. Persons with questions regarding the tender offer should contact Credit Suisse Securities (USA) LLC at (212) 538-2147 (collect) or (800) 820-1653 (toll-free) (Attention: Liability Management Group). Requests for copies of the Offer to Purchase, the related Letter of Transmittal and other related materials should be directed to Global Bondholder Services Corporation, the Information Agent and Depositary for the tender offer, at (866) 470-3800.
About DJO Global, Inc. DJO Global, Inc. is a leading global developer, manufacturer and distributor of high-quality medical devices that provide solutions for musculoskeletal health, vascular health and pain management. The Company’s products address the continuum of patient care from injury prevention to rehabilitation after surgery, injury or from degenerative disease, enabling people to regain or maintain their natural motion. Its products are used by orthopedic specialists, spine surgeons, primary care physicians, pain management specialists, physical therapists, podiatrists, chiropractors, athletic trainers and other healthcare professionals. In addition, many of the Company’s medical devices and related accessories are used by athletes and patients for injury prevention and at-home physical therapy treatment. The Company’s product lines include rigid and soft orthopedic bracing, hot and cold therapy, bone growth stimulators, vascular therapy systems and compression garments, therapeutic shoes and inserts, electrical stimulators used for pain management and physical therapy products. The Company’s surgical division offers a comprehensive suite of reconstructive joint products for the hip, knee and shoulder. DJO Global’s products are marketed under a portfolio of brands including Aircast ®, Chattanooga, CMF™, Compex ®, DonJoy ®, Empi ®, ProCare ®, DJO ® Surgical and Dr. Comfort ®.
Safe Harbor Statement This press release may include information that could constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any such forward-looking statements may involve risk and uncertainties that could cause actual results to differ materially from any future results encompassed within the forward-looking statements. Factors that could cause or contribute to such differences include those matters disclosed in DJOFL’s Securities and Exchange Commission filings. Past results of DJOFL are not necessarily indicative of its future results. DJOFL does not undertake any obligation to update any forward-looking statements.CONTACT: DJO Global, Inc.
Matt Simons SVP Business Development and Investor Relations 760.734.5548 matt.simons@DJOglobal.com KEYWORD: UNITED STATES NORTH AMERICA CALIFORNIA INDUSTRY KEYWORD: HEALTH MEDICAL DEVICES SOURCE: DJO Global Inc. Copyright Business Wire 2012 PUB: 09/11/2012 12:20 PM/DISC: 09/11/2012 12:20 PM http://www.businesswire.com/news/home/20120911006303/