Offer is extended until October 26, 2007
MONTREAL, Oct. 16 /CNW/ - ORTHOsoft Inc. ("ORTHOsoft") (TSX-Venture: OSH)
announced today that it has been advised by Zimmer Holdings, Inc. ("Zimmer")
(NYSE and SWX: ZMH), a leader in the orthopaedics industry, and its indirect
wholly-owned subsidiary ZMH Acquisition Co. ("Offeror"), that the bid to
acquire ORTHOsoft, a leader in computer navigation for orthopaedic surgery,
has been successful. Zimmer has indicated that it expects to close the
transaction by early November.
A total of 41,509,214 common shares ("Shares") of ORTHOsoft, were
deposited by shareholders of ORTHOsoft at or prior to 6:00 p.m. (Eastern Time)
on October 15, 2007, being the expiry time of the offer made by the Offeror on
September 7, 2007 to acquire all of the issued and outstanding Shares,
including Shares issuable pursuant to the exercise of ORTHOsoft options. This
represents, with Shares held by Zimmer or its affiliates, approximately 91.31%
of the 52,392,755 outstanding Shares.
In view of these results, the Offeror confirmed that all of the
conditions mentioned in the Offer have been met and the Offeror notified on
October 15, 2007 Computershare Investor Services Inc., the depositary for the
Offer, that it had decided to take-up all the Shares validly deposited and not
withdrawn under the Offer at or prior to 6:00 p.m. (Eastern Time) on October
15, 2007, made appropriate arrangements for the prompt payment of such Shares,
and extended the Offer for acceptance until 8:00 a.m. (Eastern Time) on
October 26, 2007.
Except for the above extension, the terms and conditions set forth in the
Offer continue to apply in all respects. The Offeror has indicated that it
will mail a Notice of Extension to all shareholders of ORTHOsoft whose Shares
were not deposited under the Offer. Those shareholders are invited to deposit
their Shares under the Offer by no later than 8:00 a.m. (Eastern Time) on
October 26, 2007.
The Shareholders of ORTHOsoft are advised to read the Notice of
Extension, the Offer to Purchase and Circular and all related documents which,
as indicated by the Offeror, have been filed with Canadian securities
commissions as they contain important information. Shareholders may obtain a
copy of the material (when available) at the SEDAR web site at www.sedar.com.
Zimmer has indicated its intent to maintain ORTHOsoft's current
operations in Montreal and that it will integrate ORTHOsoft with Zimmer's
Computer Assisted Solutions (CAS) organization. ORTHOsoft currently has 81
employees, most of whom are engaged in sales and product development.
ORTHOsoft develops and markets best-in-class medical software,
instruments and computerized systems designed to help orthopaedic surgeons
increase accuracy in hip, knee and spine implant surgery. ORTHOsoft's
FDA-approved patented software solutions are developed by surgeons for
surgeons, resulting in intuitive and easy-to-use navigation that tracks
surgical flow and provides surgeons with real-time data, thus helping to
improve the surgical process and patient outcomes. ORTHOsoft's 2006 revenues
were approximately CDN$12.7 million.
Visit ORTHOsoft on the worldwide web at www.orthosoft.ca
ORTHOsoft Safe Harbor Statement
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this release.
Certain statements contained in this news release, other than statements
of fact that are independently verifiable at the date hereof, may constitute
forward-looking statements. Such statements, inherently involve numerous risks
and uncertainties, known and unknown, many of which are beyond the control of
ORTHOsoft. Such risks include, but are not limited to: the risks that the
extended Offer will be unsuccessful for any reason, the impact of general
economic conditions, general conditions in the medical industry, and changes
to the competitive environment in the jurisdictions in which ORTHOsoft does
business, regulatory changes to the health care industry, and adequate
protection of the proprietary interests of ORTHOsoft. Consequently, actual
future results may differ materially from the anticipated results expressed in
the forward-looking statements. The reader should not place undue reliance on
the forward-looking statements included in this press release. These
statements speak only as of the date made, and ORTHOsoft is under no
obligation and disavows any intention to update or revise such statements as a
result of any event, circumstances, or otherwise.
For further information:
For further information: Peggy Katsiroumbas, CA, Chief Financial
Officer, (514) 861-4074 ext. 221, firstname.lastname@example.org;
Louis-Philippe Amiot, Chairman and CEO, (514) 861-4074 ext. 243,