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 MTIs stockholders by, among other things, denying MTIs 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 SECs web site, www.sec.gov, and from ev3 Investor Relations at (763) 398-7000.
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.