Kinetic Concepts, Inc. (NYSE: KCI) and LifeCell Corporation
(Nasdaq: LIFC) today announced the commencement of the tender offer by
Leopard Acquisition Sub, Inc., a wholly-owned subsidiary of Kinetic
Concepts, Inc., for all outstanding shares of LifeCell common stock at
a price of $51.00 per share, net to the seller in cash. The tender
offer is being made pursuant to an Offer to Purchase, dated April 21
2008, in connection with the Agreement and Plan of Merger, which is
dated and was previously announced on April 7, 2008.
The tender offer is scheduled to expire at 12:00 midnight, New
York City Time, on May 16, 2008, unless the tender offer is extended.
Following the completion of the tender offer, KCI expects to
consummate a merger pursuant to which any remaining LifeCell shares
not purchased in the tender offer will be acquired for the same cash
price per share as paid in the tender offer. The obligation to accept
for payment and pay for the shares of common stock of LifeCell
tendered in the tender offer is subject to customary conditions
including, among other things: the tender of a majority of the total
number of outstanding shares of LifeCell common stock (calculated on a
fully diluted basis), the expiration or termination of any waiting
period (and any extensions thereof) under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended and completion of
financing pursuant to the terms of an executed commitment letter among
Kinetic Concepts, Inc. and the lenders party thereto, dated April 7
2008 (or an alternative financing on substantially similar terms).
The complete terms and conditions of the tender offer are set out
in the tender offer statement (including the Offer to Purchase, Letter
of Transmittal and other related tender offer materials), which was
filed today by Kinetic Concepts, Inc. with the U.S. Securities and
Exchange Commission. LifeCell has also filed today a solicitation/
recommendation statement with respect to the offer on Schedule 14D-9.
LifeCell stockholders and other investors should read these materials
carefully because they contain important information, including the
terms and conditions of the offer. LifeCell shareholders and other
investors may obtain copies of these documents free of charge at the
SEC´s web site (www.sec.gov); or from The Laurel Hill Advisory Group
the information agent for the offer, toll-free at (888) 742-1305.
Additional information regarding the tender offer may be obtained from
J.P. Morgan Securities Inc., the dealer manager for the offer
toll-free at (877) 371-5947.
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. The tender offer
statement and the solicitation/recommendation statement will be mailed
to all LifeCell stockholders of record.
Forward Looking Statements
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, including the risk that the
tender offer may not be completed or the merger may not be consummated
for various reasons, including the failure to satisfy the conditions
precedent to the completion of the acquisition. Additional risks and
factors are identified in KCI´s and LifeCell´s filings with the U.S.
Securities Exchange Commission (the "SEC"), including their respective
Annual Reports on Form 10-K for the fiscal year ending December 31
2007, which are available on the SEC´s website at http://www.sec.gov.
The information contained in this press release is as of April 21
2008. Except as required by law, neither KCI nor LifeCell undertake
any 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.