Exhibit 99.(a)(11)
FOR IMMEDIATE RELEASE Contacts: Glenn H. Epstein
NASDAQ: IMGC Chairman & CEO
Michael K. Burke
Exec. VP & CFO
(518) 782-1122
INTERMAGNETICS SELECTS WACHOVIA BANK
TO UNDERWRITE $100 MILLION CREDIT FACILITY
* Expansion Of Company's Credit Capacity Enhances Flexibility In Proposal To
Acquire Invivo Corporation
* Intermagnetics' CEO Renews Call For Invivo To Negotiate In Good Faith
LATHAM, N.Y., November 13, 2003-Intermagnetics General Corporation (NASDAQ:
IMGC) today announced it has accepted a commitment from Wachovia Bank, N.A.
(NYSE: WB) to act as sole underwriter for a new $100 million credit facility.
The company said the debt financing, among other things, would support
Intermagnetics' previously announced proposal to acquire Invivo Corporation
(NASDAQ: SAFE).
Intermagnetics Chairman and CEO Glenn H. Epstein, speaking at today's annual
meeting of shareholders, also renewed his call for the Invivo board of directors
to enter into good faith negotiations over the proposed transaction.
"Invivo has publicly stated that the premium we proposed is not sufficient to
commence exclusive negotiations," Epstein said. "We have informed Invivo that we
are not seeking exclusivity, nor did we mention it in our proposal of 31
October. We have also informed Invivo that we are willing to discuss valuation
and transaction structure based on publicly available information prior to
commencing a due diligence review of Invivo's non-public information.
"Unfortunately," Epstein added, "Invivo has responded that it will not meet with
our representatives unless we enter into an agreement that would, among other
things, restrict for one year our ability to communicate directly with Invivo's
stockholders. While we are prepared to consider a limited and customary
standstill provision, we believe such a step would be warranted only after
Invivo has agreed, in principle, to price and structure.
"In our most recent communication with Jim Hawkins, Invivo's president and CEO,
we noted it would be premature to begin due diligence or enter into a standstill
agreement before Invivo's board of directors made a good faith commitment to
support a transaction on terms that are acceptable to both parties," Epstein
said. "We remain hopeful that Invivo will listen to its stockholders and agree
to a reasonable and balanced process that would result in a definitive agreement
that will deliver value in the near term to Invivo's investors.
"We have discussed publicly available information about our proposal with a
majority of Invivo's large stockholders, and they have expressed strong and
consistent support for immediate negotiations between our companies," Epstein
said. "We remain focused on pursuing a transaction with Invivo utilizing the
extensive collective experience of our board of directors, our seasoned senior
management team and our outside legal advisers, Shearman & Sterling."
Epstein said Intermagnetics chose Wachovia Bank as underwriter for the credit
facility after considering a number of attractive financing commitments from
quality financial institutions because of the overall flexibility and terms of
Wachovia's offer.
In his comments at Intermagnetics' annual meeting, Chief Financial Officer
Michael K. Burke added: "Wachovia's commitment for a fully underwritten bank
financing gives us flexibility in any negotiations with Invivo and would also
allow us to invest in other growth opportunities, including additional
acquisitions and, if needed, working capital as we position Intermagnetics for
continued growth."
Intermagnetics' 2003 Annual Meeting will be webcasted live today from the NASDAQ
MarketSite in New York City at 10:30 AM EST. You can access the meeting through
the company's web site www.igc.com under the News and Events section. The
broadcast will also be archived for 60 days.
Note: This announcement is neither an offer to purchase nor a solicitation of an
offer to sell shares of Invivo or Intermagnetics. Should any such offer be
commenced, Intermagnetics will file and deliver all forms, notices and documents
required under state and federal law.
Intermagnetics (www.igc.com), drawing on the financial strength, operational
excellence and technical leadership in its core businesses of Magnetic Resonance
Imaging and Instrumentation has become a prominent participant in
superconducting applications for Energy Technology. The company has a more than
30-year history as a successful developer, manufacturer and marketer of
superconducting materials, radio-frequency coils, magnets and devices utilizing
low- and high-temperature superconductors and related cryogenic equipment.
Safe Harbor Statement: This press release contains "forward-looking statements"
as defined in the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are based on currently available competitive,
financial and economic data and management's views and assumptions regarding
future events. Such forward-looking statements are inherently uncertain.
Intermagnetics cannot provide assurances that the proposal described in this
press release will be successfully completed nor that we will realize the
anticipated benefits of any transaction. Actual results may differ materially
from those projected as a result of certain risks and uncertainties, including
but not limited to: achievement of the expected annual savings and synergies
from the proposed business combination; competitive product and pricing
pressures; the ability of Intermagnetics to finalize any required contract
related to financing; any future legal proceedings, including any litigation
with respect to the proposal; as well as other risks and uncertainties,
including but not limited to those detailed herein and from time to time in
Intermagnetics' Securities and Exchange Commission filings.