As filed with the Securities and Exchange Commission on February 23, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14D-9
(RULE 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No._____)
--------------------------
EVEREST MEDICAL CORPORATION
(Name of Subject Company)
EVEREST MEDICAL CORPORATION
(Name of Persons Filing Statement)
COMMON STOCK, $.01 PAR VALUE PER SHARE
SERIES A CONVERTIBLE PREFERRED STOCK
SERIES B 8% CONVERTIBLE PREFERRED SHARES
SERIES C 6% CONVERTIBLE REDEEMABLE PREFERRED STOCK
SERIES D 10% CONVERTIBLE REDEEMABLE PREFERRED STOCK
(Title of Class of Securities)
299 806 10 9
(CUSIP Number of Common Stock, $.01 Par Value)
------------------------------
JOHN L. SHANNON, JR.
EVEREST MEDICAL CORPORATION
13755 FIRST AVENUE NORTH
MINNEAPOLIS, MINNESOTA 55441
(612) 473-6262
(Name, Address, and telephone numbers of person
authorized to receive notices and communications on
behalf of the persons filing statement)
---------------------------
WITH A COPY TO:
DANIEL A. YARANO
FREDRIKSON & BYRON, P.A.
900 SECOND AVENUE SOUTH
1100 INTERNATIONAL CENTRE
MINNEAPOLIS, MN 55402
(612) 347-7000
[X] CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS
MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.
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<PAGE>
ITEM 9. EXHIBITS
Exhibit 1 Press Release issued by Everest Medical Corporation
on February 23, 2000.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
EVEREST MEDICAL CORPORATION
Date: February 23, 2000
By: /s/ John L. Shannon, Jr.
Name: John L. Shannon, Jr.
Title: Chairman, President and
Chief Executive Officer
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<PAGE>
EXHIBIT 1
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.
OTHER IMPORTANT INFORMATION:
THE TENDER OFFER THAT IS DESCRIBED IN THIS ANNOUNCEMENT HAS NOT YET COMMENCED.
ONCE THE TENDER OFFER COMMENCES, WE WILL FILE A SOLICITATION/RECOMMENDATION
STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. YOU SHOULD READ THIS
DOCUMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE TENDER OFFER. YOU CAN OBTAIN THE SOLICITATION/RECOMMENDATION STATEMENT
AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR FREE WHEN THEY ARE AVAILABLE ON THE SECURITIES AND EXCHANGE
COMMISSION'S WEB SITE AT http://www.sec.gov. ALSO, IF YOU WRITE US OR CALL US,
WE WILL SEND YOU THE SOLICITATION/RECOMMENDATION STATEMENT FOR FREE WHEN IT IS
AVAILABLE. YOU CAN CALL US AT (612) 473-6262 OR WRITE TO US AT:
INVESTOR RELATIONS DEPARTMENT
EVEREST MEDICAL CORPORATION
13755 FIRST AVENUE NORTH
MINNEAPOLIS, MINNESOTA 55441
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