A Medical Device Daily
Ardent Health (Nashville, Tennessee) reported that its subsidiary, Ardent Health Services, has commenced a cash tender offer and consent solicitation for its $225 million of outstanding 10% senior subordinated notes due 2013.
The terms and conditions of the tender offer and consent solicitation are set forth in the company’s offer to purchase and consent solicitation statement, dated April 15, 2005 and the related letter of transmittal and consent.
The total consideration per $1,000 principal amount of notes validly tendered and not withdrawn prior to 5 p.m. EDT on April 28 will be based on the present value on the initial payment date (as defined in the offer to purchase) of $1,050 (the redemption price for the notes on Aug. 15, 2008, which is the earliest redemption date at a fixed redemption price for the notes) and accrued interest from the redemption date to but not including the initial payment date, determined based on a fixed spread of 50 basis points over the yield on the price determination date (as described below) of the 3 1/4% U.S. Treasury Note due Aug. 15, 2008.
In connection with the tender offer, the company is soliciting consents to proposed amendments to the indenture governing the notes, which would eliminate substantially all of the restrictive covenants and certain events of default in the indenture. The company is offering to make a consent payment of $30 per $1,000 principal amount of notes to holders who validly tender their notes and deliver their consents on or prior to the consent payment deadline. Holders may not tender their notes without delivering consents and may not deliver consents without tendering their notes.
The tender offer is scheduled to expire at 5 p.m. EDT on May 13, unless extended or terminated early. However, holders who tender notes after the consent payment deadline and whose notes are accepted for payment by the company will receive the total consideration minus the consent payment.
The tender offer and consent solicitation are subject to the satisfaction of certain conditions, including the completion of certain transactions contemplated by the previously disclosed definitive agreement entered into by the company with Psychiatric Solutions (Franklin, Tennessee) providing for the sale of the company’s behavioral health division to PSI for $560 million (Medical Device Daily, March 14, 2005), the proceeds of which will be used by the company to finance the purchase of the notes in the tender offer.
Ardent is a provider of healthcare services to communities throughout the U.S.
MedMira (Halifax, Nova Scotia), a global developer of rapid flow-through diagnostic technology, reported that it has completed the private placement of one year convertible debentures that mature in March 2006 to qualified investors, raising $1.4 million in cash for the company.
Of this amount, $240,000 was issued to directors of the company.
The debentures feature a 20% coupon rate for a one-year term from the date of issue and are convertible into common shares of MedMira at $1.12 per share at any time during the term.
During March 2004 the company issued $1.4 million of convertible debentures that matured in March 2005. At maturity, $1.2 million opted to convert the debentures to common shares at a price of 85 cents per share, $125,000 was repaid in cash and $125,000 extended the debentures for an additional year under the same terms as the new debenture issue.
In other financing activity:
• Advanced Medical Optics (AMO; Santa Ana, California) said that under the terms of the indenture governing its 3-1/2% convertible senior subordinated notes due 2023, each holder of notes may, at such holder’s option, convert its notes into shares of AMO common stock, par value 1 cent per share, during the quarter ending June 24, at a conversion rate of 48.6914 shares per $1,000 principal amount of notes.
As of April 15, AMO had about $5.6 million in principal amount of notes outstanding, and shares issuable upon conversion of the notes have already been included in AMO’s calculation of weighted average diluted shares outstanding.
Upon conversion, AMO will have the right to deliver shares of common stock, cash or a combination of cash and shares of common stock. AMO will inform a converting holder of its election no later than two business days following such holder’s conversion date. AMO will pay cash in lieu of issuing any fractional shares of common stock.
AMO develops ophthalmic surgical and eye care products. Products in the ophthalmic surgical line include intraocular lenses, phacoemulsification systems, viscoelastics, microkeratomes and related products used in cataract and refractive surgery.
• American Scientific Resources (ASR; New Paltz, New York) said it executed a reverse stock split at a ratio of 1-for-100 last Friday. American Scientific common stock has begun trading on a reverse-split basis effective that day.
As a result of the reverse split, each 100 shares of ASR stock have been combined into 1 ordinary share. The number of post-split shares currently outstanding is about 5.3 million. The reverse split affects all shares of common stock outstanding.
Shares of American Scientific Resources common stock will trade on the Pink Sheets under the symbol ASFX for 20 trading days after the reverse split goes into effect. After that period, trading will resume under the symbol ASRO.
“The completion of our reverse stock split significantly improves our capitalization structure and facilitates the execution of our growth strategy,” said Walter Lambert, CEO of ASR. “This reverse split will attract new investors and increase visibility for American Scientific, and ultimately enhance shareholder value.”
ASR is an emerging holding company that provides a range of healthcare and medical products distributed primarily by surgical supply dealers and retail drug chains.
• Nyer Medical Group (Bangor, Maine) reported that on April 15, it entered into agreements for the private placement sale of its common shares and warrants with two institutional investors for aggregate gross proceeds of $400,000.
The company issued to the investors 193,237 shares of common stock at a price of $2.07 per share. The investors also received warrants to purchase 53,320 shares of common stock over a five-year period at an exercise price of $2.60 per share.
Additionally, the company has agreed to file a registration statement with the Securities and Exchange Commission no later than Nov. 15 to permit resales of the common stock by the investors, including the common stock issuable upon exercise of the warrants.
The exercise price of the warrants are subject to adjustment for standard anti-dilution relating to stock splits, combinations and the like and for subsequent equity sales at a price less than the exercise price of the warrants.
Karen Wright, president and CEO, said, “The proceeds from this private placement will be used for working capital and to fund potential acquisitions in both the pharmacy and medical segments.”
Nyer is a holding company that operates pharmacies in the greater Boston area and a medical products distribution business that distributes and markets medical equipment and supplies products through distribution centers located in New England, South Florida and Nevada.
• Biosite (San Diego), a provider of rapid diagnostics designed to improve diagnosis of critical diseases, said that, in accordance with Nasdaq Marketplace Rule 4350, 44 non-officer employees were granted inducement stock options covering an aggregate of 62,975 shares of common stock.
Each option has been classified as a non-qualified stock option, has an exercise price equal to the fair market value on the grant date, has a 10-year term, and vests in 16 equal quarterly installments over four years (on each quarterly anniversary of the applicable vesting commencement date).
• OrthoLogic (Tempe, Arizona) reported that its stockholders approved a proposal to amend the company’s amended and restated certificate of incorporation to increase the number of authorized shares of common stock from 50 million to 100 million.
OrthoLogic is a drug-development company focused on commercializing several potential therapeutics based on its Chrysalin product platform, a series of product candidates aimed at treating traumatic and chronic orthopedic indications in bone and soft tissue as well as oral/maxillofacial bone repair, cardiovascular repair and wound healing. All of these potential products are based on the Chrysalin synthetic peptide, also known as TP508.