Empresas y finanzas

Kinetic Concepts, Inc. Completes Initial Tender Offer for Shares ofLifeCell Corporation



    Kinetic Concepts, Inc. (NYSE: KCI) announced today that it has completed

    its initial tender offer for the outstanding shares of common stock of

    LifeCell Corporation (NASDAQ: LIFC). More than 91% of the outstanding

    shares of common stock of LifeCell have been tendered, making LifeCell a

    majority owned subsidiary of KCI. The initial offering period for the tender offer expired at 12:00

    midnight, New York City time, on Friday, May 16, 2008, with a total of

    approximately 31.25 million LifeCell shares being validly tendered in

    the offer and not withdrawn (including approximately 6.2 million shares

    delivered through notices of guaranteed delivery), representing

    approximately 91.3% of the outstanding shares of common stock of

    LifeCell. Shares tendered through notices of guaranteed delivery are

    required to be delivered to KCI by Wednesday, May 21, 2008. KCI, through

    its wholly–owned subsidiary Leopard Acquisition Sub, Inc. ("Purchaser")

    has accepted for purchase all shares that were validly tendered and not

    withdrawn during the offer. Subsequent offering period and merger KCI and Purchaser also announced that Purchaser has commenced a

    subsequent offering period which will expire at 5:00 p.m., New York City

    time, on Friday, May 23, 2008, unless extended. During this subsequent

    offering period, holders of shares of LifeCell common stock who did not

    previously tender their shares into the offer may do so and KCI and

    Purchaser will promptly purchase any shares so tendered at $51.00 per

    share, net to the seller in cash. No shares tendered in the tender offer

    may be withdrawn during the subsequent offering period. After the expiration of the subsequent offering period KCI intends to

    acquire all of the remaining shares of LifeCell common stock by means of

    a merger. In the merger, each outstanding LifeCell share not tendered

    and purchased in the offer, if any (other than those as to which holders

    properly exercise appraisal rights, if any) will be converted into the

    right to receive the same $51.00 per share price, without interest and

    less any required withholding taxes, that was paid in the tender offer.

    As a result of the merger, LifeCell will become a wholly–owned

    subsidiary of KCI. Following the merger, LifeCell´s

    common stock will cease to be traded on the NASDAQ Global Market. If KCI, through Purchaser, owns at least 90% of the outstanding shares

    of LifeCell common stock after the subsequent offering period, the

    merger will be implemented on an expedited basis without a vote or

    meeting of LifeCell stockholders pursuant to the short–form merger

    procedure available under Delaware law. About Kinetic Concepts, Inc. KCI is a global medical technology company with leadership positions in

    advanced wound care and therapeutic support systems. We design

    manufacture, market and service a wide range of proprietary products

    that can improve clinical outcomes and can help reduce the overall cost

    of patient care. Our advanced wound care systems incorporate our

    proprietary Vacuum Assisted Closure(R), or V.A.C.(R) Therapy technology

    which has been demonstrated clinically to promote wound healing through

    unique mechanisms of action and can help reduce the cost of treating

    patients with serious wounds. Our therapeutic support systems, including

    specialty hospital beds, mattress replacement systems and overlays, are

    designed to address pulmonary complications associated with immobility

    to reduce skin breakdown and assist caregivers in the safe and dignified

    handling of obese patients. We have an infrastructure designed to meet

    the specific needs of medical professionals and patients across all

    healthcare settings, including acute care hospitals, extended care

    organizations and patients´ homes, in 19 countries in the United States

    and abroad. For more information, visit our web site at www.kci1.com. Securities Law Disclosure This press release is neither an offer to purchase nor a solicitation of

    an offer to sell securities. The tender offer is being made pursuant to

    a tender offer statement and related materials. LifeCell´s

    stockholders are advised to read the tender offer statement and related

    materials, as filed by Kinetic Concepts, Inc. with the U.S. Securities

    and Exchange Commission (the "SEC").

    The tender offer statement (including the Offer to Purchase, letter of

    transmittal and related tender offer documents) filed by Kinetic

    Concepts, Inc. with the SEC and the solicitation/ recommendation

    statement with respect to the offer on Schedule 14D–9 filed by LifeCell

    with the SEC contain important information which should be read

    carefully before any decision is made with respect to the tender offer. Forward Looking Information This communication contains forward–looking statements, which may be

    identified by words such as "believes," "expects," "anticipates,"

    "estimates," "projects," "intends," "should," "seeks," "future,"

    "continue," or the negative of such terms, or other comparable

    terminology. Forward–looking statements are subject to risks

    uncertainties, assumptions and other factors that are difficult to

    predict and that could cause actual results to vary materially from

    those expressed in or indicated by them. Such forward–looking statements

    include, but are not limited to, statements about KCI´s ability to

    implement its strategic and business initiatives, including its proposed

    acquisition of LifeCell Corporation, financial expectations and

    intentions and other statements that are not historical facts.

    Additional risks and factors are identified in KCI´s filings with the

    U.S. Securities Exchange Commission (the "SEC"), including its Annual

    Report on Form 10–K for the fiscal year ending December 31, 2007 and

    Quarterly Report on Form 10–Q for the quarter ended March 31, 2008

    which are available on the SEC´s website at http://www.sec.gov.

    KCI undertakes no obligation to revise or update any forward–looking

    statement, or to make any other forward–looking statements, whether as a

    result of new information, future events or otherwise.