/C O R R E C T I O N - Kimberly-Clark Corporation/
In the news release, Kimberly-Clark Announces Definitive Agreement to Acquire I-Flow Corporation, issued
Kimberly-Clark Announces Definitive Agreement to Acquire I-Flow Corporation Purchase Increases Kimberly-Clark Health Care's Medical Device Sales by More than 50 Percent and Expands Gross Margins
Founded in 1985, I-Flow Corporation is a leader and innovator in pain management and drug delivery technology for physicians and their patients. I-Flow's suite of pain management products, led by its flagship line, the ON-Q(R) Pain Relief System (ON-Q), provides reliable and simple non-narcotic, regional anesthesia therapies that redefine post-surgical recovery by eliminating many of the side effects customarily associated with narcotics. Clinical studies have shown that patients who receive ON-Q generally get back to normal faster after surgery, which results in shorter hospital stays, reduced costs and higher patient satisfaction. I-Flow has approximately 1,260 employees and reported net sales of about
"The acquisition of I-Flow is consistent with our global business plan strategy to expand our Health Care business to include higher-growth, higher-margin medical devices," said
"Combining forces with a global leader such as Kimberly-Clark Health Care will enable future growth, and provide a platform to more broadly deliver pain relief and surgical site care, which is important for patients, physicians and healthcare providers," said Donald M. Earhart, chairman and chief executive officer of I-Flow.
Under the terms of the agreement, Kimberly-Clark will commence a tender offer to purchase all outstanding shares of I-Flow at
Upon closing, the transaction is expected to be modestly dilutive to Kimberly-Clark's 2009 and 2010 earnings per share and accretive beginning in 2011.
Today's announcement represents the second acquisition that Kimberly-Clark Health Care has made in 2009 to further accelerate the growth of its medical device business. Earlier this week the company announced it acquired the pain management business of Montreal-based Baylis Medical Company.
Goldman, Sachs & Co. acted as exclusive financial advisor to I-Flow. Citi served as exclusive financial advisor to Kimberly-Clark.
About Kimberly-Clark and Kimberly-Clark Health Care
Kimberly-Clark and its well-known global brands are an indispensable part of life for people in more than 150 countries. To learn more about Kimberly-Clark and its 137-year history of innovation, visit www.kimberly-clark.com.
Around the world, medical professionals turn to Kimberly-Clark for a wide portfolio of solutions that improve the health, hygiene and well-being of their patients and staff. As part of their healing mission, caregivers rely on Kimberly-Clark Health Care to deliver clinical solutions and educational resources that they can depend on to prevent, diagnose and manage a wide variety of healthcare-associated infections. This over
About I-Flow Corporation
I-Flow Corporation (NASDAQ: IFLO) is improving clinical and economic outcomes following surgery by designing, developing and marketing technically-advanced, low-cost drug delivery systems and innovative products for post-surgical pain relief and surgical site care. For more information on I-Flow Corporation, visit www.iflo.com.
This press release contains "forward-looking statements". Such statements include, but are not limited to, statements about the expected benefits of the transaction involving Kimberly-Clark and I-Flow, including potential synergies and cost savings, future financial and operating results, and the combined company's plans and objectives. In addition, statements made in this communication about anticipated financial results, future operational improvements and results or regulatory approvals are also forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from Kimberly-Clark's and I-Flow Corporation's expectations and projections.
Risks and uncertainties include the satisfaction of closing conditions for the acquisition, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act, the tender of a majority of the outstanding shares of common stock of I-Flow, calculated on a fully diluted basis; the possibility that the transaction will not be completed, or if completed, not completed on a timely basis; the potential that market segment growth will not follow historical patterns; general industry conditions and competition; business and economic conditions, such as interest rate and currency exchange rate fluctuations; technological advances and patents attained by competitors; challenges inherent in new product development, including obtaining regulatory approvals; domestic and foreign governmental laws and regulations, and trends toward healthcare cost containment. Kimberly-Clark can give no assurance that any of the transactions related to the Offer will be completed or that the conditions to the Offer and the merger will be satisfied. A further list and description of additional business risks, uncertainties and other factors can be found in Kimberly-Clark's Annual Report on Form 10-K for the fiscal year ended
Important Additional Information
The tender offer described in this release has not yet commenced, and this release is neither an offer to purchase nor a solicitation of an offer to sell securities. At the time the tender offer is commenced, Kimberly-Clark will file a tender offer statement on Schedule TO with the U.S. Securities and Exchange Commission (SEC). INVESTORS AND I-FLOW STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS) AND THE RELATED SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 THAT WILL BE FILED BY I-FLOW WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
These documents will be available at no charge on the SEC's website at www.sec.gov. In addition, a copy of the offer to purchase, letter of transmittal and certain other related tender offer documents (once they become available) may be obtained free of charge by directing a request to Kimberly-Clark at P.O. Box 612606,
For further information: Kay Jackson, +1-972-281-1486, [email protected], Investor contact, Paul Alexander, +1-972-271-1440, [email protected], both of Kimberly-Clark; Jim Talevich, I-Flow, +1-949-206-2700 Web Site: http://www.kimberly-clark.com http://www.iflo.com
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