Exhibit 99.1
Greatbatch and Enpath Sign Definitive
Merger Agreement
Proposed Transaction Expands Greatbatch CRM and Neurostimulation
Platform
Conference Call and Webcast for Investors and Analysts Scheduled
for Today at 10:30 EDT/9:30 CDT
CLARENCE, N.Y. & MINNEAPOLIS--(BUSINESS WIRE)--April 30,
2007--Greatbatch, Inc. (the "Company") (NYSE:GB) and Enpath Medical,
Inc. (Nasdaq:NPTH) announced today that they have entered into a
definitive merger agreement under which Greatbatch will acquire Enpath
for $14.38 per share in cash, or approximately $102 million, including
assumption of debt. Under the terms of the agreement, Greatbatch will
commence a tender offer for all of Enpath's outstanding shares no
later than May 8, 2007.
The proposed transaction is subject to customary closing
conditions and regulatory approvals and the tender of a majority of
Enpath's outstanding shares, on a fully diluted basis. The purchase
price will be funded out of Greatbatch's available cash and the
transaction is not subject to financing conditions. The transaction is
expected to close in late June and has been unanimously approved by
the Boards of Directors of both companies.
Based in Minneapolis, Enpath is a medical products company engaged
in designing, developing, manufacturing and marketing single use
medical device products for the cardiac rhythm management ("CRM"),
neuromodulation and interventional radiology markets.
Enpath's main product lines consist of the following:
-- Venous vessel introducers and valved introducers that enable
physicians to create a conduit through which they can insert
infusion catheters, implantable ports and pacemaker leads into
a blood vessel.
-- Advanced delivery catheters that can be manipulated to enable
the health care professional to access parts of the patient's
anatomy that cannot be reached by traditional introducers.
-- Implantable stimulation leads, adaptors and delivery systems
for the cardiac and neuromodulation markets.
Thomas Hook, Greatbatch President and CEO stated, "Enpath
represents an exciting strategic opportunity that is complementary and
further expands our product and service offerings to the CRM and
Neurostimulation marketplace. This acquisition broadens our market
reach into the vascular segment with the core introducer product line
as well as adding several major new OEM customers. Clearly these
factors support our long-term objective of customer and market
diversification. We welcome the employees of Enpath to the Greatbatch
team and look forward to working with them and their strong management
team."
Strategic Benefits of the Transaction to Greatbatch;
-- Complements existing CRM business
-- Offers greater ability to service the neurostimulation market
-- Provides platform for organic and inorganic growth
-- Diversifies both customer and market concentration
-- Gain strong management team with regulatory and device
experience
-- Synergistic with current technical capabilities
-- Accelerates sales growth rate
-- Expected to be accretive to Greatbatch in 2008
"We look forward to becoming part of the Greatbatch organization,"
said John C. Hertig, President and CEO of Enpath Medical, Inc. "Our
strategies for product innovation and growth are nicely aligned and
together we believe we can accelerate the delivery of new product
offerings to our customers. Greatbatch's financial strength provides
incremental funding for our product development pipeline initiatives.
We believe this transaction provides a significant premium to our
recent share price for Enpath's shareholders, career growth
opportunities for our associates and expands our ability to service
our customers."
Enpath Medical will release financial results for the first
quarter ended March 31, 2007 as scheduled on May 2, 2007. However, the
conference call planned for that date has been cancelled. Enpath's
Annual Shareholder Meeting, scheduled for 3:45 PM on Thursday, May 3,
will proceed as scheduled but will not include an executive report on
the Company's business.
Advisors
Banc of America Securities LLC is acting as financial advisor to
Greatbatch and Hodgson Russ LLP is legal counsel. Greene Holcomb &
Fisher LLC is acting as financial advisor to Enpath and Lindquist &
Vennum PLLP is legal counsel to Enpath.
Conference Call
Greatbatch and Enpath will host a conference call for investors
and analysts at 10:30 a.m. ET on Monday, April 30, 2007 to discuss
today's announcement. The call may be accessed at 1-800-510-0219. The
conference passcode is 17659112. The call will also be simultaneously
webcast at www.greatbatch.com.
Following the call, an audio replay will be available for seven
days by dialing 1-888-286-8010, passcode 21347858.
About Greatbatch
Greatbatch, Inc. is a leading developer and manufacturer of
critical components used in implantable medical devices and other
technically demanding applications.
About Enpath Medical
Enpath Medical, Inc., is a leader in the design, development,
manufacture and marketing of percutaneous delivery systems and
stimulation leads technologies.
Forward-Looking Statements
This press release contains forward-looking statements, including
statements regarding the anticipated closing date of the above
described acquisition, the expected effect of the acquisition on
Greatbatch's earnings per share, operating margins, and sales growth,
and its role in complementing and advancing Greatbatch's business.
These statements are based on current expectations, forecasts and
assumptions. Actual results could differ materially from those
anticipated by these forward-looking statements as a result of a
number of factors, some of which may be beyond Greatbatch's control.
Among other things, these factors include the risk that the
acquisition will not be completed or is delayed because the tender
offer did not proceed as anticipated or closing conditions to the
acquisition were not satisfied. Other factors include the possibility
that the expected financial and strategic benefits of the transaction
are not realized in a timely manner or not at all. For a further list
and description of risks and uncertainties associated with
Greatbatch's and Enpath Medical's businesses, see their reports filed
with the Securities and Exchange Commission, including the "Risk
Factors" section in each company's most recent annual report on Form
10-K. The companies disclaim any intention or obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by law.
Additional Information
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell shares of Enpath Medical. Greatbatch
will be filing a Tender Offer Statement with the Securities and
Exchange Commission (SEC) and Enpath Medical will be filing a
Solicitation/Recommendation Statement on Schedule 14D-9 with respect
to the offer. Enpath Medical shareholders are advised to read the
Tender Offer Statement regarding the acquisition of Enpath Medical
referenced in this news release, and the related
Solicitation/Recommendation Statement, when those statements are made
available to them. The Tender Offer Statement and the
Solicitation/Recommendations Statement will contain important
information that should be read carefully before any decision is made
with respect to the offer. These documents will be made available to
all shareholders of Enpath Medical at no expense to them. These
documents will also be available at no charge on the SEC's web site at
www.sec.gov. Shareholders may also obtain copies of these documents
without charge by requesting them from Enpath Medical, Inc. in writing
at 2300 Berkshire Lane North, Minneapolis, MN 55441, or phone at (763)
951-8181.
CONTACT: Greatbatch, Inc.
Anthony Borowicz, 716-759-5809
Treasurer and Director, Investor Relations
tborowicz@greatbatch.com
or
Enpath Medical, Inc.
Scott Youngstrom, 763-951-8181
Vice President of Finance - Chief Financial Officer
spy@enpathmed.com