-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NV+JOB98OcRFsYRdM5OSY8laLdIndepw0g5Ao4JaeZHJSEtJL5nGTz1lqhGT0LIX xy0jSghMZwlr9fc+K3LFig== 0000914190-00-000090.txt : 20000224 0000914190-00-000090.hdr.sgml : 20000224 ACCESSION NUMBER: 0000914190-00-000090 CONFORMED SUBMISSION TYPE: SC 14D9 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000223 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EVEREST MEDICAL CORPORATION CENTRAL INDEX KEY: 0000869426 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 411454928 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9 SEC ACT: SEC FILE NUMBER: 005-41333 FILM NUMBER: 551545 BUSINESS ADDRESS: STREET 1: 13755 1ST AVE N STE 500 CITY: MINNEAPOLIS STATE: MN ZIP: 55441 BUSINESS PHONE: 6124736262 MAIL ADDRESS: STREET 1: 13755 FIRST AVE N STREET 2: STE 500 CITY: MINNEAPOLIS STATE: MN ZIP: 55441-5454 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EVEREST MEDICAL CORPORATION CENTRAL INDEX KEY: 0000869426 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 411454928 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9 BUSINESS ADDRESS: STREET 1: 13755 1ST AVE N STE 500 CITY: MINNEAPOLIS STATE: MN ZIP: 55441 BUSINESS PHONE: 6124736262 MAIL ADDRESS: STREET 1: 13755 FIRST AVE N STREET 2: STE 500 CITY: MINNEAPOLIS STATE: MN ZIP: 55441-5454 SC 14D9 1 SCHEDULE 14D-9 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. ================================================================================ 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 2 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 3 -----END PRIVACY-ENHANCED MESSAGE-----