Cardinal Health Canada Inc. and Futuremed Announce Extension of Offer
TORONTO, Dec. 20, 2011 /PRNewswire/ -- Futuremed Healthcare Products Corp. ("Futuremed") (TSX: FMD) and Cardinal Health Canada Inc. ("Cardinal Health Canada"), a wholly-owned subsidiary of Cardinal Health, Inc. (NYSE: CAH), announced today that the expiry time of the offer by Cardinal Health Canada to acquire all of the outstanding common shares ("Common Shares") of Futuremed for CAD $8.15 per Common Share in cash (the "Offer") has been extended until Feb. 6, 2012, to allow the Canadian Competition Bureau to complete its review of the proposed acquisition. All other terms and conditions of the Offer remain as described in Cardinal Health Canada's Offer and take-over bid circular dated Nov. 14.
Futuremed and Cardinal Health Canada have filed pre-merger notification filings with the Competition Bureau. On Nov. 24, Futuremed and Cardinal Health Canada received Supplemental Information Requests for additional information required by the Competition Bureau to complete its review of the proposed acquisition pursuant to the Competition Act (Canada). The Supplemental Information Requests, which extend the waiting period applicable to the proposed acquisition until 30 days after the Competition Bureau receives the requested information, were not unexpected. Futuremed and Cardinal Health Canada continue to work with the Competition Bureau through its ongoing review.
The Offer is now open for acceptance until 8 p.m. (Eastern time) on Feb. 6, 2012, unless extended, and is conditional upon, among other things, customary regulatory approvals and their having been validly deposited (and not withdrawn) at least 66 2/3% of the outstanding Common Shares (on a fully-diluted basis). Pending satisfaction of the closing conditions, the Offer is expected to close by the end of the first quarter of the 2012 calendar year.
As of the close of market on Dec. 20, 2011, 11,408,177 Common Shares have been tendered under the Offer, representing approximately 75 percent of the outstanding Common Shares (on a fully-diluted basis). Holders of Common Shares that deposit their Common Shares to the Offer will still be entitled to the previously announced quarterly dividend of Futuremed. The press release issued by Futuremed on Dec. 13, 2011 announcing the quarterly dividend inadvertently referred to a record date of Dec. 31. In actual fact, the record date is Dec. 30 (not Dec. 31).
A notice announcing the extension of the Offer will be sent by Cardinal Health Canada to the shareholders of Futuremed. The notice will also be available under Futuremed's profile at www.sedar.com.
CIBC Mellon Trust Company is the depositary for the Offer. Shareholders can obtain copies of the take-over bid circular and related materials at no charge from the depositary at 1-800-387-0825 or by email at email@example.com. The information agent for the Offer is Georgeson Inc. Inquiries should be directed to the information agent toll free at 1-866-856-4733. Additional copies of the take-over bid circular and related materials may also be obtained on request from the information agent.
About Cardinal Health Canada
Cardinal Health Canada is headquartered in Toronto, Canada, with seven distribution centers across the country. It distributes medical and surgical products to healthcare providers across the Canadian healthcare system. It is a wholly-owned subsidiary of Cardinal Health, Inc.
Headquartered in Dublin, Ohio, Cardinal Health, Inc. (NYSE: CAH) is a $103 billion health care services company that improves the cost-effectiveness of health care. As the business behind health care, Cardinal Health (CAH) helps pharmacies, hospitals, ambulatory surgery centers and physician offices focus on patient care while reducing costs, enhancing efficiency and improving quality. Cardinal Health is an essential link in the health care supply chain, providing pharmaceuticals and medical products to more than 60,000 locations each day. The company is also a leading manufacturer of medical and surgical products, including gloves, surgical apparel and fluid management products. In addition, the company supports the growing diagnostic industry by supplying medical products to clinical laboratories and operating the nation's largest network of radiopharmacies that dispense products to aid in the early diagnosis and treatment of disease. Ranked #19 on the Fortune 500, Cardinal Health employs more than 30,000 people worldwide. More information about the company may be found at cardinalhealth.com and @CardinalHealth on Twitter.
Futuremed is Canada's leading value-added distributor of consumable nursing home supplies and specialized furniture and equipment to the growing long-term care facilities sector. Futuremed products are sold under the name Dismed in Quebec. Futuremed's common shares trade on the Toronto Stock Exchange under the symbol FMD. More information can be found at www.futuremed.ca.
This press release contains certain statements that may constitute forward-looking information within the meaning of applicable securities laws. This forward-looking information relates to, among other things, the Offer, conditions of the Offer and the expiry of the Offer. Often, but not always, forward-looking information can be identified by the use of such words as "may", "will", "expect", "believe", "plan", "intend", "estimate", "outlook", "forecast", "should", "anticipate" and other similar terminology, including statements concerning possible or assumed future results. Forward-looking information is based on management's reasonable assumptions, analysis and estimates in respect of its experience and perception of trends, current economic conditions and expected developments, as well as other material factors that it considers to be relevant at the time of making such statements.
By its nature, forward-looking information involves known and unknown risks and uncertainties, which give rise to the possibility that management's assumptions, analysis and estimates will be incorrect and that the anticipated results will not be achieved. Although Futuremed believes that the statements with respect to forward-looking information are reasonable and current, such statements should not be interpreted as a guarantee of future performance or results, and will not necessarily be an accurate indication of whether or not such results will be achieved. Forward-looking information is necessarily subject to a number of factors that may cause actual results to differ materially from those results implied by the expectations suggested by such information. Those factors include, without limitation, the following: the ability to obtain all necessary regulatory approvals and otherwise satisfy the conditions of the Offer; delays in mailing the take-over bid documentation or in closing the Offer; and those risks and uncertainties described in Futuremed's Annual Information Form filed with the securities regulatory authorities in Canada under Futuremed's profile at www.sedar.com.
When relying on the forward-looking information to make decisions with respect to Futuremed, investors and others should carefully consider the foregoing factors, although we strongly caution that the foregoing list of factors is not exhaustive and other factors could adversely affect our performance. Investors and other readers are encouraged to consider the foregoing risks and other factors carefully when evaluating the forward-looking information and are cautioned not to place undue reliance upon such information when making investment decisions. The forward looking information in this press release is current to the date hereof, and is subject to change following such date. While Futuremed may elect to do so, unless required by applicable law, it undertakes no obligation to update this information to reflect new information or circumstances at any particular time.
SOURCE Cardinal Health