EVVV » Topics » Item 8.01. Other Events.

This excerpt taken from the EVVV 8-K filed Dec 8, 2005.

Item 8.01.              Other Events.

 

On December 8, 2005, ev3 Inc., a Delaware corporation (“ev3”), issued a press release announcing that it expects the previously announced merger (the “Merger”) of a wholly owned subsidiary of ev3 into Micro Therapeutics, Inc., a Delaware corporation (“MTI”), to be completed on or about January 6, 2006 and that an information statement/prospectus relating to the Merger was mailed on December 7, 2005 to MTI stockholders of record at the close of business on November 14, 2005.

 

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

This excerpt taken from the EVVV 8-K filed Oct 14, 2005.

Item 8.01.              Other Events.

 

On October 11, 2005, a purported shareholder class action lawsuit related to the proposal by ev3 Inc. (“ev3”) to acquire all of the outstanding shares of common stock of its majority-owned subsidiary, Micro Therapeutics, Inc. (“MTI”) that ev3 does not already own through an exchange offer followed by a merger (the “Proposed Transaction”), was filed in the Court of Chancery of the State of Delaware, in and for New Castle County, Delaware, naming MTI and each of its directors and ev3 as defendants. The lawsuit, Lascala Partners, LLC v. Micro Therapeutics, Inc., et al (Case No. CA1706-N), alleges that the defendants have and are breaching their fiduciary duties to the detriment of MTI’s stockholders by, among other things, denying MTI”s public stockholders the opportunity to obtain fair value for their equity interests by proposing a transaction at an inadequate premium.

 

The complaint seeks the following relief:  (1) certification of the lawsuit as a class action, (2) an injunction preventing the completion of the Proposed Transaction, (3) rescission of the Proposed Transaction or rescissory damages to the extent the Proposed Transaction is already implemented prior to final judgment, (4) compensation for the plaintiff and other members of the class for all damages sustained as a result of the defendants’ conduct, (5) directing that the defendants account to the plaintiff and other members of the class for all profits and any special benefits obtained as a result of their conduct; (6) costs and disbursements of the lawsuit, including attorneys’ fees and expenses and (7) such other relief as the court may find just and proper.

 

ev3 believes this lawsuit is without merit and plans to defend it vigorously.

 

Additional Information and Where to Find It

 

In connection with the Proposed Transaction, a registration statement on Form S-4, containing a prospectus, will be filed with the Securities and Exchange Commission (the “SEC”).  MTI stockholders are encouraged to read the registration statement and any other relevant documents filed with the SEC, including the prospectus that will be part of the registration statement, because they will contain important information about the Proposed Transaction.  The final prospectus will be mailed to stockholders of MTI.  Investors and security holders will be able to obtain the registration statement containing the prospectus (and the filings with the SEC that will be incorporated by reference into such documents) free of charge at the SEC’s web site, www.sec.gov, and from ev3 Investor Relations at (763) 398-7000.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: October 14, 2005

ev3 Inc.

 

 

 

 

 

By:

 

/s/ L. Cecily Hines

 

 

 

Name:

 L. Cecily Hines

 

 

Title:

 Vice President, Secretary
 and Chief Legal Officer

 

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This excerpt taken from the EVVV 8-K filed Oct 11, 2005.

Item 8.01.              Other Events.

 

On October 7, 2005, ev3 Inc. (“ev3”) delivered a private letter to the board of directors of Micro Therapeutics, Inc. in which ev3 proposed (the “Proposal”) to acquire all of outstanding shares of MTI common stock it does not already own through an exchange offer (the “Exchange Offer”) to be made to MTI’s stockholders at a purchase price of $6.91 per share of MTI common stock, payable in shares of ev3 common stock.  Based upon discussions between ev3 and the special independent committee of MTI’s board of directors (the “Special Committee”) between October 7, 2005 and October 9, 2005, ev3 subsequently revised the Proposal to provide for an exchange ratio of 0.45797 of a share of ev3 common stock for each outstanding share of MTI common stock.  During the late evening of October 9, 2005, the Special Committee informed ev3 that, based on its analysis to date, it intends to recommend acceptance of the Exchange Offer based on this exchange ratio, subject to satisfactory due diligence, final agreement regarding the terms of the Exchange Offer and related documentation and receipt of a formal fairness opinion from the Special Committee’s financial advisor.  Also during the late evening of October 9, 2005, the Special Committee’s counsel informed ev3’s counsel that MTI intended to issue a press release in the morning of October 10, 2005 announcing MTI’s receipt of the Proposal and the Special Committee’s intention to recommend acceptance of the Exchange Offer.  In light of MTI’s intention to issue a press release, ev3 determined that it would issue a press release as well on October 10, 2005.

 

A copy of ev3’s letter delivered to MTI’s board of directors is attached hereto as Exhibit 99.1.  A copy of ev3’s press release is attached hereto as Exhibit 99.2.

 

ev3 expects to file its offering materials with the Securities and Exchange Commission (the “SEC”) and to commence the Exchange Offer as soon as practicable thereafter.  ev3 currently owns approximately 70.2% of the outstanding shares of MTI’s common stock.

 

This excerpt taken from the EVVV 8-K filed Jun 27, 2005.

Item 8.01.  Other Events.

 

On June 21, 2005 the Board of Directors of the Company and the stockholders of the Company approved the Stock Split, which was effected prior to the Offering.

 

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