SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 23, 2000
Everest Medical Corporation
(Exact Name of Registrant as Specified in Its Charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
0-18900 41-1454928
(Commission File Number) (I.R.S. Employer Identification Number)
13755 First Avenue North
Minneapolis, Minnesota 55441-5444
(Address of Principal Executive Offices) (Zip Code)
612-473-6262
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On February 23, 2000, Everest Medical Corporation (the "Company")
issued a press release announcing the signing of a definitive merger agreement
with Gyrus Group, PLC, a public limited company incorporated and existing under
the laws of England and Wales ("Gyrus"), pursuant to which Gyrus, through its
direct subsidiary, would acquire all of the outstanding shares of Company Common
Stock and Company Preferred Stock for $4.85 per share. The full text of the
press release is set forth in Exhibit 99 attached hereto and is incorporated in
this Report as if fully set forth herein.
Item 7. Financial Statements and Exhibits.
(a) Financial statements: None.
(b) Pro forma financial information: None.
(c) Exhibits:
Exhibit 99. Press release dated February 23, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: February 23, 2000
EVEREST MEDICAL CORPORATION
By /s/ John L. Shannon
John L. Shannon, President and
Chief Executive Officer
<PAGE>
EXHIBIT 99 Press release dated February 23, 2000
Contacts: John L. Shannon Jr.
Thomas F. Murphy
Everest Medical Corporation
(612) 473-6262
For Immediate Release
February 23, 2000
EVEREST MEDICAL CORPORATION ANNOUNCES AGREEMENT TO MERGE WITH GYRUS GROUP PLC
Minneapolis, February 23 - Everest Medical Corporation (NASDAQ: EVMD) today
announced that it has entered into a definitive agreement with Gyrus Group PLC
through which the Company will be acquired by Gyrus in a cash merger. Gyrus
Group PLC, a worldwide leader in RF surgical systems, is located in the United
Kingdom.
Under the terms of the definitive merger agreement, which was unanimously
approved by a special committee of the Board of Directors and the full Board of
Directors of Everest Medical, Everest Medical will merge with a subsidiary of
Gyrus Group in a transaction in which, if closed, Everest medical shareholders
would receive cash consideration of $4.85 per share, valuing the Company on a
fully diluted basis at approximately $51.6 million.
"We are extremely pleased to have reached a definitive merger agreement with
Gyrus Group PLC," said John L. Shannon, Jr., president and chief executive
officer of Everest Medical Corporation. "The overall value of the proposed
merger represents a 150% premium over our stock price as of December 31, 1999,
and a 32% premium over our closing stock price as of February 22, 2000. This
valuation reflects favorably upon Everest Medical, representing the progress
that we have made due to the extraordinary accomplishments of our talented
employees."
"The benefits of this merger are quite compelling and profound," continued Mr.
Shannon. "Gyrus and Everest Medical are both acknowledged leaders in RF surgical
solutions for minimally invasive surgical markets. This merger represents an
unusually strong fit with an outstanding potential for technology and
distribution synergies, and virtually no overlap. Gyrus has been evaluating a
number of opportunities to create a viable U.S. presence. The acquisition of
Everest Medical meets this objective. Gyrus has indicated that it does not
anticipate any significant changes in management, distribution, or in the nature
or location of Everest Medical's operations. In particular, this is an
outstanding opportunity for our employees and the Everest Medical distribution
network to enhance our product portfolio with additional innovative, proprietary
products for existing and new markets."
Consummation of the merger is subject to satisfaction of various conditions
including, but not limited to, the procurement of the necessary funding by
Gyrus, and Everest Medical shareholder approval. As an alternative to the
merger, Gyrus may instead elect to make a tender offer to the shareholders of
Everest Medical at the same $4.85 per share cash price proposed to be paid in
the merger. This might permit the transaction to be completed on a more
expedited basis, as Everest Medical shareholder approval would, in some
circumstances, not be required. If Gyrus elects to pursue the tender offer, an
additional announcement will be made.
Everest Medical is a leading developer, manufacturer and marketer of innovative
RF surgical solutions for less invasive surgery markets. The Everest Medical
web-site may be accessed at www.everestmedical com.
