Exhibit (a)(1)(G)
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares (as defined below). The Offer (as defined below) is made
solely by the Offer to Purchase, dated February 22, 2002, and the related
Letter of Transmittal (and any amendments or supplements thereto), and is being
made to all holders of Shares. Purchaser (as defined below) is not aware of any
state where the making of the Offer is prohibited by administrative or judicial
action pursuant to any valid state statute. If Purchaser becomes aware of any
valid state statute prohibiting the making of the Offer or the acceptance of
the Shares pursuant thereto, Purchaser will make a good faith effort to comply
with such statute or seek to have such statute declared inapplicable to the
Offer. If, after such good faith effort, Purchaser cannot comply with such
state statute, the Offer will not be made to (nor will tenders be accepted from
or on behalf of) holders of Shares in such state. In any jurisdiction where the
securities, "blue sky" or other laws require the Offer to be made by a licensed
broker or dealer, the Offer will be deemed to be made on behalf of Purchaser by
U.S. Bancorp Piper Jaffray Inc. (the "Dealer Manager"), or one or more
registered brokers or dealers licensed under the laws of such jurisdiction.
Notice of Offer to Purchase for Cash
All Outstanding Shares of Common Stock
(Including the Associated Preferred Stock Purchase Rights)
of
ORATEC Interventions, Inc.
at
$12.50 per share
by
Orchid Merger Corp.
a wholly owned subsidiary of
Smith & Nephew, Inc.
and
an indirect wholly owned subsidiary of
Smith & Nephew plc
Orchid Merger Corp., a Delaware corporation ("Purchaser") and a wholly owned
subsidiary of Smith & Nephew, Inc., a Delaware corporation ("Smith & Nephew"),
and an indirect wholly owned subsidiary of Smith & Nephew plc, a corporation
organized under the laws of England and Wales, is offering to purchase all of
the outstanding shares of common stock, par value $.001 per share, of ORATEC
Interventions, Inc., a Delaware corporation ("ORATEC"), including the
associated preferred stock purchase rights issued pursuant to the Preferred
Shares Rights Agreement dated as of November 28, 2000, as amended, between
ORATEC and American Stock Transfer & Trust Company, as rights agent
(collectively, the "Shares"), for $12.50 per Share, net to the seller in cash,
without interest, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated February 22, 2002 (the "Offer to Purchase"), and in
the related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer").
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, MARCH 21, 2002, UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, (i) there being validly
tendered and not withdrawn prior to the expiration of the Offer such number of
Shares that would constitute at least a majority of the Shares that in the
aggregate are outstanding determined on a fully diluted basis (assuming the
exercise of all options to purchase Shares, and the conversion or exchange of
all securities convertible or exchangeable into Shares, outstanding at the
expiration date of the Offer), (ii) any waiting period under the HSR Act (as
defined in the Offer to Purchase) applicable to the purchase of Shares pursuant
to the Offer having expired or having been terminated prior to the expiration
of the Offer, and (iii) the satisfaction of certain other terms and conditions.
The Offer is being made pursuant to an Agreement and Plan of Merger dated as
of February 13, 2002 (the "Merger Agreement") among Smith & Nephew, Purchaser
and ORATEC. The Merger Agreement provides that following satisfaction or waiver
of the conditions set forth in the Merger Agreement and in accordance with
relevant provisions of the General Corporation Law of the State of Delaware, as
amended (the "DGCL"), Purchaser will be merged with and into ORATEC (the
"Merger"). At the effective time of the Merger (the "Effective Time"), each
Share issued and outstanding immediately prior to the Effective Time (other
than Shares held in the treasury of ORATEC, Shares owned by Smith & Nephew or
any wholly owned subsidiary of Smith & Nephew, and Shares held by stockholders,
if any, who are entitled to and properly exercise appraisal rights under the
DGCL) will be converted into the right to receive $12.50 in cash, without
interest.
In connection with the Merger Agreement, Smith & Nephew and Purchaser
entered into Stockholder Agreements, each dated as of February 13, 2002 (the
"Stockholder Agreements"), with certain stockholders of ORATEC (including
directors and officers of ORATEC) who together beneficially own approximately
13.99% of the Shares outstanding as of February 8, 2002. Pursuant to the
Stockholder Agreements, such directors and officers have agreed, among other
things, to tender all of their Shares pursuant to the Offer.
THE BOARD OF DIRECTORS OF ORATEC HAS UNANIMOUSLY APPROVED THE MERGER
AGREEMENT, THE OFFER AND THE MERGER, HAS DETERMINED THAT THE TERMS OF THE OFFER
AND THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, ORATEC'S
STOCKHOLDERS, AND UNANIMOUSLY RECOMMENDS THAT ORATEC'S STOCKHOLDERS ACCEPT THE
OFFER AND TENDER ALL THEIR SHARES PURSUANT TO THE OFFER.
For purposes of the Offer, Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered and not withdrawn, if
and when Purchaser gives oral or written notice to American Stock Transfer &
Trust Company (the "Depositary") of Purchaser's acceptance of such Shares for
payment. In all cases, payment for Shares purchased pursuant to the Offer will
be made by deposit of the purchase price with the Depositary, which shall act
as agent for tendering stockholders for the purpose of receiving payment from
Purchaser and transmitting payment to the tendering stockholders. Payment for
Shares accepted for payment pursuant to the Offer will be made only after
timely receipt by the Depositary of (i) certificates for such Shares or timely
confirmation of a book-entry transfer of such Shares into the Depositary's
account at the Book-Entry Transfer Facility (as defined in the Offer to
Purchase) pursuant to the procedures set forth in the Offer to Purchase, (ii) a
properly completed and duly executed Letter of Transmittal (or a manually
signed facsimile thereof), with any required signature guarantees, or, in the
case of a book-entry transfer, an Agent's Message (as defined in the Offer to
Purchase) and (iii) any other documents required by the Letter of Transmittal.
Purchaser expressly reserves the right, in its sole discretion (subject to
the terms and conditions of the Merger Agreement and the applicable rules and
regulations of the Securities and Exchange Commission ("SEC")), at any time and
from time to time, to extend the period of time during which the Offer is open
for any reason, including the failure of any of the conditions specified in
Section 14 of the Offer to Purchase to be satisfied, and thereby delay
acceptance for payment of and payment for any Shares. The term "Expiration
Date" shall mean 12:00 midnight, New York City time, on Thursday, March 21,
2002 unless Purchaser shall have extended the period of time for which the
Offer is open, in which event the term "Expiration Date" shall mean the latest
time and date at which the Offer, as so extended by Purchaser, shall expire.
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Subject to the limitations set forth in the Offer and the Merger Agreement
and the applicable rules and regulations of the SEC, Purchaser reserves the
right (but will not be obligated), at any time or from time to time in its sole
discretion, to extend the period during which the Offer is open by giving oral
or written notice of such extension to the Depositary and by making a public
announcement of such extension. There can be no assurance that Purchaser will
exercise its right to extend the Offer. In addition, in accordance with the
Offer and the Merger Agreement and the applicable rules and regulations of the
SEC, Purchaser reserves the right (but will not be obligated) to provide a
subsequent offering period of three business days to 20 business days after the
expiration of the initial offering period of the Offer and Purchaser's purchase
of Shares tendered in the Offer. Any extension of the period during which the
Offer is open or extension of a subsequent offering period will be followed, as
promptly as practicable, by public announcement thereof, such announcement to
be issued not later than 9:00 a.m., New York City time, on the next business
day after the previously scheduled Expiration Date. During any such extension,
all Shares previously tendered and not withdrawn will remain subject to the
Offer, subject to the rights of a tendering stockholder to withdraw such
stockholder's Shares. During a subsequent offering period, stockholders would
not be able to withdraw Shares previously tendered in the Offer and
stockholders would not be able to withdraw Shares tendered during the
subsequent offering period.
Except as otherwise provided in Section 4 of the Offer to Purchase, tenders
of Shares made pursuant to the Offer are irrevocable, except that Shares
tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date, and, unless theretofore accepted for payment, may also be
withdrawn at any time after April 23, 2002. For a withdrawal to be effective, a
written, telegraphic, telex or facsimile transmission notice of withdrawal must
be timely received by the Depositary at one of its addresses set forth on the
back cover of the Offer to Purchase. Any such notice of withdrawal must specify
the name of the person who tendered the Shares to be withdrawn, the number of
Shares to be withdrawn and the name of the registered holder if different from
the name of the person who tendered the Shares. If certificates for Shares to
be withdrawn have been delivered or otherwise identified to the Depositary,
then prior to the physical release of such certificates, the serial numbers
shown on such certificates must be submitted to the Depositary and, unless such
Shares have been tendered for the account of an Eligible Institution (as
defined in the Offer to Purchase), the signature on the notice of withdrawal
must be guaranteed by an Eligible Institution. All questions as to the form and
validity (including time of receipt) of a notice of withdrawal will be
determined by Purchaser, in its sole discretion, and its determination shall be
final and binding on all parties.
The information required to be disclosed pursuant to Rule 14d-6(d)(1) of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended, is contained in the Offer to Purchase and is incorporated herein by
reference.
ORATEC has provided to Purchaser its lists of stockholders and security
position listings for the purpose of disseminating the Offer to holders of
Shares. The Offer to Purchase, the related Letter of Transmittal and other
related materials are being mailed to record holders of Shares and will be
mailed to brokers, dealers, commercial banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on the stockholder
lists or, if applicable, who are listed as participants in a clearing agency's
security position listing, for subsequent transmittal to beneficial owners of
Shares.
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The Offer to Purchase and the related Letter of Transmittal contain
important information that should be read before any decision is made with
respect to the Offer.
Any questions or requests for assistance or for copies of the Offer to
Purchase and the related Letter of Transmittal and other tender offer materials
may be directed to the Information Agent or the Dealer Manager as set forth
below, and copies will be furnished promptly at Purchaser's expense. No fees or
commissions will be payable to brokers, dealers or other persons, other than
the Information Agent, the Dealer Manager and the Depositary, for soliciting
tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
MORROW & CO., INC.
445 Park Avenue, 5/th Floor /
New York, NY 10022
E-Mail: ORATEC.info@morrowco.com
Call Collect: (212) 754-8000
Banks and Brokerage Firms, Please Call: (800) 654-2468
Stockholders, Please Call: (800) 607-0088
The Dealer Manager for the Offer is:
[LOGO] US bancorp
Piper Jaffray (R)
800 Nicollet Mall, J1012063
Minneapolis, MN 55402
(800) 333-6000 ext. 8554
February 22, 2002
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