Filed by Cantel Medical Corp.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Minntech Corporation
Commission File Number: 000-11278
THE FOLLOWING TEXT IS OF A PRESS RELEASE ISSUED BY CANTEL MEDICAL CORP. ON
AUGUST 29, 2001
CANTEL MEDICAL CORP.
150 CLOVE ROAD
LITTLE FALLS, NEW JERSEY 07424
(973) 890-7220
FOR IMMEDIATE RELEASE
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Contact: Richard E. Moyer
Cameron Associates, Inc.
Phone: 212-554-5466
richard@cameronassoc.com
CANTEL AND MINNTECH ANNOUNCE EXCHANGE RATIO
Little Falls, N.J. and Minneapolis, Minn.--August 29, 2001--Cantel
Medical Corp. (Nasdaq NM:CNTL) and Minntech Corporation (Nasdaq NM:MNTX),
today jointly announced that, in connection with their previously announced
merger agreement, assuming consummation of the merger, each outstanding
share of Minntech common stock will be converted into the right to receive
$6.25 in cash and .2216 of a share of Cantel common stock (the "exchange
ratio").
The exchange ratio was determined in accordance with the merger
agreement by dividing $4.25 by $19.18, the average closing price of Cantel
common stock during the seven consecutive trading day period ending August
28, 2001, the trading day immediately preceding the fifth trading day prior
to Minntech's shareholders meeting.
Cantel and Minntech will hold simultaneous shareholders meetings on
Thursday, September 6, 2001 to vote on the merger. Cantel's meeting will be
held at 10:00 AM EDT at the offices of Fried, Frank, Harris, Shriver &
Jacobson in New York. Shareholders of record as of the close of business on
July 24, 2001 will be eligible to cast their vote at the Cantel meeting.
Minntech's meeting will be held at 9:00 AM CDT at 14550 28th Avenue
N., Plymouth, MN, the offices of the company. Shareholders of record as of
the close of business on July 24, 2001 will be eligible to cast their vote
at the Minntech meeting.
The joint proxy statement/prospectus relating to the merger was mailed
to the respective shareholders of Cantel and Minntech on or about August 3,
2001. Completion of the merger will take place shortly after the September
6 shareholders meetings, if shareholder approval is obtained and all of the
conditions to closing set forth in the merger agreement are satisfied or
waived.
Cantel Medical Corp. is a healthcare company concentrating primarily
in infection prevention and control products and diagnostic and therapeutic
medical equipment. Through its United States subsidiary, MediVators, Inc.,
Cantel serves customers worldwide by designing, developing, manufacturing,
marketing and distributing innovative products for the infection prevention
and control industry. Through its Canadian subsidiary, Carsen Group Inc.,
Cantel markets and distributes medical equipment (including flexible and
rigid endoscopes), precision instruments (including microscopes and high
performance image analysis hardware and software) and industrial equipment
(including remote visual inspection devices). Cantel's subsidiaries also
provide technical maintenance services for their own products, as well as
for certain competitors' products.
Minntech Corporation, utilizing its proprietary core technologies in
chemicals, hollow fibers, and electronics, has developed and currently
markets a wide variety of medical device reprocessing and fluid filtration
and separation products for the renal dialysis, medical device
disinfection, cardiosurgery, pharmaceutical, biotechnology and
semiconductor industries. Minntech is a world leader in renal dialyzer
reprocessing, providing a broad product line that includes a reprocessing
system and a sterilant that each command the largest market share in the
U.S. in their respective categories. Over the years, Minntech has been
granted over 155 patents on medical technologies, with 87 patent
applications pending.
IMPORTANT INFORMATION: Investors are urged to read the joint proxy
statement/prospectus which was first mailed to shareholders on or about
August 3, 2001, and any other relevant documents filed with the SEC, as
they contain important details on the proposed merger. (Investors can
access documents filed with the SEC for free at the SEC's web site
www.sec.gov.)
Cantel and Minntech, and their respective directors and executive
officers, may be deemed to be participants in the solicitation of proxies
from the shareholders of Cantel and Minntech in connection with the merger.
Information about the directors and executive officers of Cantel and their
ownership of Cantel stock is set forth in Cantel's Annual Report on Form
10-K for the fiscal year ended July 31, 2000 and in the joint proxy
statement/prospectus. Information about the directors and executive
officers of Minntech and their ownership of Minntech stock is set forth in
Minntech's Annual Report on Form 10-K for the fiscal year ended March 31,
2001. Investors may obtain additional information regarding the interests
of such participants by reading the joint proxy statement/prospectus.