Exhibit (a)(7)
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
only by the Offer to Purchase, dated January 10, 2001, and the related Letter of
Transmittal and any amendments or supplements thereto, and is being made to all
holders of Shares. The Purchaser (as defined below) is not aware of any
jurisdiction where the making of the Offer is prohibited by administrative or
judicial action pursuant to any valid state statute. If the Purchaser becomes
aware of any valid state statute prohibiting the making of the Offer or the
acceptance of Shares pursuant thereto, the Purchaser will make a good faith
effort to comply with such state statute or seek to have such statute declared
inapplicable to the Offer. If, after such good faith effort, the Purchaser
cannot comply with any such state statute, the Offer will not be made to (and
tenders will not be accepted from or on behalf of) tendering 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 Purchaser may
arrange for one or more registered brokers or dealers which are licensed under
the laws of such jurisdiction to make the Offer. If such arrangements cannot be
made on terms the Purchaser deems reasonable, the Offer will not be made to (and
tenders will not be accepted from or on behalf of) tendering holders of Shares
in such jurisdiction.
Notice of Offer to Purchase for Cash 1,959,886 of the outstanding shares
of Common Stock of The Langer Biomechanics Group, Inc. at $1.525 Net Per Share
by OrthoStrategies Acquisition Corp., a wholly owned subsidiary of
OrthoStrategies, Inc.
OrthoStrategies Acquisition Corp., a New York corporation
("OrthoStrategies" or the "Purchaser"), and wholly owned subsidiary of
OrthoStrategies, Inc. hereby offers to purchase 1,959,886 shares of common
stock, par value $.02 per share (the "Shares"), of The Langer Biomechanics
Group, Inc., a New York corporation ("Langer"), which constitutes approximately
75% of the currently outstanding Shares, at $1.525 per Share, net to the seller
in cash (the "Share Price"), upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated January 10, 2001 (the "Offer to
Purchase"), and in the related Letter of Transmittal (which, as they may be
amended and supplemented from time to time, together constitute the "Offer").
Tendering shareholders who are record holders of their Shares and tender
directly to the Registrar and Transfer Company (the "Depositary") will not be
obligated to pay brokerage fees or commissions or, subject to Instruction 6 of
the Letter of Transmittal, stock transfer taxes on the purchase of the Shares by
OrthoStrategies pursuant to the Offer. Shareholders who hold their Shares
through a broker, dealer, commercial bank, trust company or other nominee should
consult such institution as to whether it charges any service fees in connection
with the tender of Shares into the Offer on behalf of its clients.
OrthoStrategies will pay all charges and expenses of the Depositary and
MacKenzie Partners, Inc. (the "Information Agent").
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, FEBRUARY 8, 2001, UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn at least 1,332,722 Shares, which constitutes
approximately 51% of the currently outstanding Shares (the "Tender Offer
Condition"). The Offer is also subject to the other conditions set forth in the
Offer to Purchase. See Section 13 of the Offer to Purchase.
The Offer is being made pursuant to a Tender Offer Agreement, dated as of
December 28, 2000 (the "Tender Offer Agreement"), among OrthoStrategies,
OrthoStrategies, Inc. and Langer. The purpose of the Offer is for
OrthoStrategies or its assignees to acquire a majority voting interest in
Langer.
At a meeting held on December 19, 2000, the board of directors of Langer
unanimously determined that the terms of the Offer are fair to, and in the best
interests of, the shareholders of Langer, and approved the Tender Offer
Agreement and certain other agreements described in the Offer to Purchase. The
board of directors recommends that Langer's shareholders accept the Offer and
tender their Shares in the Offer.
Upon the terms and subject to the conditions set forth in the Offer
(including the terms and conditions set forth in Section 13 of the Offer to
Purchase (the "Offer Conditions") and, if the Offer is extended or amended, the
terms and conditions of such extension or amendment), OrthoStrategies will
accept for payment, and will pay for, all Shares validly tendered and not
withdrawn, up to a maximum of 1,959,886 Shares. If more than 1,959,886 Shares
are validly tendered and not withdrawn, OrthoStrategies will accept for purchase
an amount of the tendered Shares equal to 1,959,886 Shares, on a pro rata basis
from each shareholder who has validly tendered Shares pursuant to the Offer,
promptly after the Expiration Date (as defined below). Subject to compliance
with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") OrthoStrategies expressly reserves the right to delay payment
for Shares in order to comply in whole or in part with any applicable law. The
term "Expiration Date" means 12:00 Midnight, New York City time, on Thursday,
February 8, 2001, unless and until OrthoStrategies extends the period for which
the Offer is open, in which event the term "Expiration Date" means the latest
time and date on which the Offer, as so extended by OrthoStrategies, expires.
In the event that proration of tendered Shares is required,
OrthoStrategies will determine the appropriate proration factor as soon as
practicable following the Expiration Date. Proration for each shareholder
tendering Shares will be based on the ratio of the number of Shares
OrthoStrategies is offering to purchase to the total number of Shares properly
tendered and not withdrawn by all shareholders (with adjustments to avoid
purchases of fractional shares). Because of the difficulty in determining the
number of Shares properly tendered and not withdrawn, OrthoStrategies does not
expect that it will be able to announce the final proration factor or commence
payment for any Shares purchased pursuant to the Offer until approximately four
trading days after the Expiration Date. The preliminary results of any proration
will be announced by press release as promptly as practicable after the
Expiration Date. Shareholders may obtain such preliminary information from the
Information Agent and from their brokers. In the event of any proration, the
Depositary will select certain identifiable Shares for payment from the total
Shares properly tendered and not withdrawn by a shareholder in accordance with
such shareholder's directions, if any, as set forth in such shareholder's Letter
of Transmittal.
For purposes of the Offer, OrthoStrategies will be deemed to have accepted
for payment the Shares validly tendered and not withdrawn, if and when
OrthoStrategies gives oral or written notice to the Depositary of its acceptance
for payment of such Shares pursuant to the Offer. Payment for any Shares
accepted for payment pursuant to the Offer will be made by deposit of the
purchase price therefor with the Depositary, which will act as agent for the
tendering shareholders for the purpose of receiving payments from
OrthoStrategies and transmitting such payments to the tendering shareholders. In
all cases, payment for any 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 a timely Book-Entry Confirmation (as defined in the Offer to
Purchase) with respect thereto), (ii) the Letter of Transmittal (or a manually
signed facsimile thereof), properly completed and duly executed, 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) in lieu of a Letter of
Transmittal and (iii) any other documents required by the Letter of Transmittal.
Accordingly, payment may be made to tendering shareholders at different times if
delivery of the certificates and other required documents occur at different
times. The price paid to any holder of the Shares pursuant to the Offer will be
the highest price per Share paid to any other holder of such Shares pursuant to
the Offer. Under no circumstances will interest on the Share Price for the
Shares be paid, regardless of any extension of the Offer or any delay in making
such payment.
If, by the Expiration Date, any or all of the Offer Conditions have not
been satisfied, OrthoStrategies may, prior to the Expiration Date, in its sole
discretion, elect to: (i) extend the Offer from time to time to a date no later
than March 31, 2001, and, subject to applicable withdrawal rights, retain all
tendered Shares until the expiration of the Offer, as extended, subject to the
terms of the Offer; (ii) waive all of the unsatisfied conditions and, subject to
complying with applicable rules and regulations of the Securities and Exchange
Commission (the "SEC"), accept for payment 1,959,886 Shares so tendered, subject
to the pro rata provisions; or (iii) terminate the Offer and not accept for
payment any Shares and return all tendered Shares to tendering shareholders.
Subject to the applicable regulations of the SEC, OrthoStrategies
expressly reserves the right, in its sole discretion, to waive, set forth or
change any term and condition of the Offer; provided, that, unless previously
approved by Langer in writing, no provision may be set forth or changed which:
(i) decreases the price per Share to be paid in the Offer; (ii) changes the form
of consideration payable in the Offer (other than by adding consideration); or
(iii) imposes conditions to the Offer in addition to those set forth in the
Tender Offer Agreement that are materially adverse to the shareholders of
Langer. Without the prior written consent of Langer, OrthoStrategies may not
extend the expiration date of the Offer for more than five business days beyond
the initial expiration date of the Offer unless applicable laws or regulations
so require or a condition which is a prerequisite to fixing the closing date has
not been satisfied; provided, that, if on the initially scheduled expiration
date of the Offer (or any subsequent expiration date) any of the conditions to
the Offer have not been satisfied, OrthoStrategies may in its sole discretion
extend from time to time the Offer to a date no later than March 31, 2001, and
may in its sole discretion, in connection with any such extension, amend the
terms of the Offer, it being understood that if OrthoStrategies accepts for
payment any Shares validly tendered and not withdrawn pursuant to the Offer, it
will accept for payment all such Shares up to 1,959,886 Shares. During any such
extension of the Offering Period, all Shares previously tendered and not
withdrawn will remain subject to the Offer, subject to the right of a tendering
shareholder to withdraw such shareholder's Shares. Any extension, delay,
termination or amendment of the Offer will be followed as promptly as
practicable by public announcement thereof, such announcement in the case of an
extension to be issued no later than 9:00 A.M., New York City time, on the next
business day after the previously scheduled Expiration Date.
Tenders of the 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 of the Offering Period (as defined below) and, unless theretofore
accepted for payment by OrthoStrategies pursuant to the Offer, may also be
withdrawn at any time after Friday, March 9, 2001. The term "Offering Period"
means the period from the date hereof until 12:00 midnight, New York City time,
on Thursday, February 8, 2001, as such period may be extended.
For a withdrawal to be effective, a written, telegraphic, telex or
facsimile transmission notice of withdrawal must be timely received by the
Depositary at of its address set forth on the back cover of the Offer to
Purchase. Any such notice of withdrawal must specify the name of the person
having tendered the Shares to be withdrawn, the number of the Shares to be
withdrawn and the names in which the certificate(s) evidencing the Shares to be
withdrawn are registered, if different from that of the person who tendered such
Shares. The signature(s) on the notice of withdrawal must be guaranteed by an
Eligible Institution (as defined in the Offer to Purchase), unless such Shares
have been tendered for the account of an Eligible Institution. If Shares have
been tendered pursuant to the procedures for Book-Entry Transfer as set forth in
Section 3 of the Offer to Purchase, any notice of withdrawal must specify the
name and number of the account at the Book-Entry Transfer Facility (as defined
in the Offer to Purchase) to be credited with the withdrawn Shares. If
certificates for the Shares to be withdrawn have been delivered or otherwise
identified to the Depositary, the name of the registered holder and the serial
numbers of the particular certificates evidencing the Shares to be withdrawn
must also be furnished to the Depositary as aforesaid prior to the physical
release of such certificates. All questions as to the form and validity
(including time of receipt) of any notice of withdrawal will be determined by
OrthoStrategies, in its sole discretion, which determination will be final and
binding. None of OrthoStrategies, the Depositary, the Information Agent, or any
other person will be under any duty to give notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failure to
give such notification. Withdrawals of tendered Shares may not be rescinded, and
any Shares properly withdrawn will be deemed not to have been validly tendered
for purposes of the Offer. However, withdrawn Shares may be retendered by
following any one of the procedures described in Section 3 of the Offer to
Purchase at any time prior to the Expiration Date.
If OrthoStrategies extends the Offer, is delayed in its acceptance for
payment of any Shares, or is unable to accept for payment any Shares pursuant to
the Offer for any reason, then, without prejudice to OrthoStrategies' rights
under this Offer, the Depositary may, nevertheless, on behalf of
OrthoStrategies, retain tendered Shares, but such Shares may be withdrawn to the
extent that tendering shareholders are entitled to withdrawal rights as set
forth in Section 4 of the Offer to Purchase.
Sales of the Shares pursuant to the Offer will be taxable transactions for
federal income tax purposes and may also be taxable under applicable state,
local and other tax laws. The consequences of the receipt of cash in exchange
for Shares pursuant to the Offer may vary depending on the particular
circumstances of a shareholder. For federal income tax purposes, a shareholder
whose Shares are purchased pursuant to the Offer will realize gain or loss equal
to the difference between the adjusted basis of the Shares sold and the amount
of cash received therefor. Such gain or loss will be capital gain or loss if the
Shares are held as capital assets by the shareholder and will be long-term
capital gain or loss if the shareholder's holding period in the Shares for
federal income tax purposes is more than one year at the time the Shares are
accepted for payment. Long-term capital gain of a non-corporate shareholder is
generally subject to a maximum tax rate of 20%. A shareholder's ability to use
capital losses to offset ordinary income is limited.
The income tax discussion set forth above is included for general
information only and may not be applicable to shareholders in special situations
such as shareholders who received their Shares upon the exercise of stock
options or otherwise as compensation and shareholders who are not United States
persons. Shareholders should consult their own tax advisors with respect to the
specific tax consequences to them, in their particular circumstances, of the
Offer, including the application and effect of federal, state, local, foreign or
other tax laws.
The information required to be disclosed by Paragraph (d)(1) of Rule 14d-6
of the General Rules and Regulations under the Exchange Act, is contained in the
Offer to Purchase and is incorporated herein by reference.
Langer has provided OrthoStrategies with Langer's shareholder lists and
security position listings for the purpose of disseminating the Offer to holders
of the Shares. The Offer to Purchase, the related Letter of Transmittal and
other relevant materials will be mailed by OrthoStrategies to record holders of
the Shares and will be furnished by OrthoStrategies to brokers, dealers, banks,
trust companies and similar persons whose names, or the names of whose nominees,
appear on the shareholder lists or, if applicable, who are listed as
participants in a clearing agency's security position listing, for subsequent
transmittal to beneficial owners of the Shares.
The Offer to Purchase and the related Letter of Transmittal contain
important information that should be read in their entirety before any decision
is made with respect to the Offer.
Questions and requests for assistance may be directed to the Information
Agent at its address and telephone number set forth below. Copies of the Offer
to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and
other related tender offer materials may be obtained from the Information Agent.
Shareholders may also contact their broker, dealer, commercial bank or trust
company. OrthoStrategies will not pay any fees or commissions to any broker,
dealer or other person for soliciting tenders of Shares pursuant to the Offer
(other than the Depositary and the Information Agent as described in the Offer
to Purchase).
The Information Agent for the Offer is:
MacKenzie Partners, Inc.
156 Fifth Avenue
New York, New York 10010
212/955-5500 (call collect)
E-mail: [email protected]
or
(800) 332-2885
