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UNITED STATES
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) July 26, 1999
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Exogen, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-26154 22-3208468
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
10 Constitution Avenue, P.O. Box 6860, Piscataway, NJ 08855
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (732) 981-0990
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N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events
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On July 26, 1999, the Company issued a press release announcing an
Agreement and Plan of Merger among Smith & Nephew, Inc., Smith & Nephew
Acquisition, Inc. and Exogen, Inc. dated as of July 25, 1999, a copy of which is
attached hereto as Exhibit 99.1. The information contained in the press release
is incorporated herein by reference.
Exhibit Number Description
99.1 Press release, dated July 26, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Exogen, Inc.
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(Registrant)
July 28, 1999 /s/ Patrick A. McBrayer
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Date Patrick A. McBrayer
President and Chief Executive Officer
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Exhibit 99.1
Exogen, Inc. Smith & Nephew, Inc.
Patrick A. McBrayer, CEO Larry Papasan, President
Or Richard H. Reisner, CFO Orthopedic Division
732-981-0990 901-399-6023
Betty Cole
Group Communications Manager
901-399-6166
SMITH & NEPHEW TO ACQUIRE EXOGEN IN CASH TENDER OFFER
London, England and Piscataway, NJ - July 26, 1999 - Smith & Nephew plc (London
Stock Exchange: SN), the worldwide healthcare group, and Exogen, Inc. (NASDAQ:
EXGN), a leading supplier of non-invasive ultrasound devices for accelerated
healing of bone fractures, today jointly announced that Smith & Nephew, Inc. of
Memphis, Tenn., a subsidiary of Smith & Nephew plc, has signed a definitive
agreement to acquire all of the outstanding shares of common stock of Exogen for
a cash price of $5.15 per share. The transaction values Exogen at approximately
$68 million. The board of directors of each company has approved the
transaction.
Tender Offer
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Under the terms of the transaction, a subsidiary of Smith & Nephew, Inc. will
commence a tender offer for all of Exogen's outstanding common stock no later
than July 30, 1999. The acquisition is expected to close in September 1999, at
which time the subsidiary of Smith & Nephew, Inc. will be merged into Exogen.
Smith & Nephew will consummate the transaction from its existing cash resources.
The tender offer is contingent upon customary conditions, including the tender
of that number of shares that, together with the 6.4% of shares already owned by
subsidiaries of Smith & Nephew, constitute at least a majority of Exogen's
outstanding stock on a fully diluted basis.
Exogen's directors have each agreed to support the transaction and to tender
their respective shares. U.S. Bancorp Piper Jaffray acted as Exogen's financial
advisor and has rendered a fairness opinion to the Exogen Board of Directors.
Chase Securities Inc. acted as Smith & Nephew's financial advisor and will act
as dealer manager.
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Exogen
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Exogen designs, develops, manufactures and markets medical devices for the non-
invasive treatment of musculoskeletal injury and disease. Exogen's proprietary
ultrasound and mechanical stress technologies are based on the well-established
principle that bone growth is stimulated by mechanical force.
In August 1998, Exogen entered into an exclusive sales representative agreement
with Smith & Nephew, for its ultrasound accelerated fresh fracture healing
devices in the United States, with rights for Smith & Nephew to extend this to
worldwide distribution, excluding Japan. At the same time, Smith & Nephew
acquired its existing stake in Exogen.
Smith & Nephew
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Smith & Nephew is a global healthcare company with operations in 36 countries.
The company markets technologically advanced products principally in
Orthopedics, Endoscopy and Wound Management. Smith & Nephew announced in
December 1998 that, as part of its group strategy, it would prioritize
investment in these three divisions. The acquisition of Exogen, with its
innovative bone healing technology, will further develop Smith & Nephew's
portfolio of next generation orthopedic products.
The transition of Exogen's sales activities to the Smith & Nephew sales force
has already been completed in the United States as part of the sales
representative agreement. Following the merger, Exogen's operations will be
integrated with the Orthopedic business of Smith & Nephew.
Commentary
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Patrick McBrayer, Chief Executive Officer of Exogen, said "Since forming our
marketing alliance for the United States almost one year ago, it has been clear
that the combination of Exogen's ultrasound fracture healing technology and
Smith & Nephew's distribution strength deliver a formidable market presence.
Our merger can only serve to strengthen our opportunity for worldwide market
leadership in non-invasive fracture repair. Further, Smith & Nephew's worldwide
presence in healthcare provides an ideal platform to launch Exogen's products
currently in development for cartilage repair and osteoporosis treatment."
Chris O'Donnell, Chief Executive of Smith & Nephew plc, said "The acquisition of
Exogen, with its innovative ultrasound healing technology, will strengthen our
Orthopedic business in this important emerging field."
Larry Papasan, President of Smith & Nephew's Orthopedic Division, said "We have
worked closely with Exogen since commencing U.S. sales of its ultrasound bone
healing device last year. The acquisition will allow further investment in
developing this technology, plus further investment in Exogen's exciting
portfolio of research and development projects.
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As these two businesses are merged, the expertise of the Exogen team combined
with Smith & Nephew's global distribution network will enable us to continue our
aggressive efforts in expanding the ultrasound business worldwide and developing
additional technologies."
Chase Mellon Shareholder Services LLC. will act as information agent for the
offer. Any questions or requests for assistance, or for additional copies of
the Offer to Purchase, the Letter of Transmittal, or the Notice of Guaranteed
Delivery related to the offer, may be directed to the information agent at
1-800-684-8823 or the dealer manager at 1-212-270-3722.
This press release contains forward-looking statements regarding future events
or the future financial performance of Exogen. Such statements are only
predictions, and actual events or results may differ materially. All forward-
looking statements involve risks and uncertainties. The factors that could
cause actual results to differ materially from those in the forward-looking
statements contained herein are detailed in Exogen's filings and reports with
the Securities and Exchange Commission, including its most recent filings on
Form 10-K and Form 10-Q.
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