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Somnus Medical Technologies, Inc. and Gyrus Group PLC have agreed to a merger agreement, in which Gyrus will take over Somnus.
The transaction will enable Gyrus to strengthen its global leadership position in application of RF energy to treat different parts of the body and will expand its line of products dedicated to providing minimally invasive surgical options into the upper airway disorders market.
Somnus Medical Technologies is a leading designer, developer, manufacturer and marketer of innovative medical devices that utilize proprietary temperature-controlled radiofrequency (RF) technology for the treatment of upper airway disorders in a procedure called somnoplasty.
Gyrus Group PLC is a worldwide leader in RF surgical systems located in the United Kingdom.
The two companies announced that they have entered into a definitive merger agreement under which Gyrus will make a cash tender offer, subject to the approval of regulatory authorities and to conditions set forth in the merger agreement, for all of Somnus' outstanding shares. Gyrus will offer $3.11 per share, for an aggregate purchase price of approximately $55.7 million.
"We are extremely pleased with having entered into an agreement to be acquired by Gyrus. The value of the proposed merger to our stockholders represents a premium of 86% over our closing price on May 2, 2001. The effort of the combined entity to expand the use of RF energy for the treatment of upper airway disorders should help us achieve a market penetration for Somnoplasty much more rapidly than we could have achieved as a stand-alone company," said John Schulte, Somnus' Chief Executive Officer.
Under the terms of the definitive merger agreement, Gyrus will first make a cash tender offer for all of Somnus' outstanding common stock. Gyrus' obligation to consummate the tender offer is subject to certain conditions, including the tender of a majority of the shares of Somnus' common stock in the tender offer, and the receipt of certain U.S. and U.K. regulatory approvals.
In addition, the consummation of the tender offer is subject to Gyrus closing its announced acquisition of the Ear, Nose & Throat division of Smith & Nephew, Inc. and the closing of the firmly underwritten financing of both acquisitions. The tender offer is expected to commence in early May and to close in June 2001. Following consummation of the tender offer, and subject to the conditions set forth in the merger agreement, Gyrus will acquire the remaining untendered shares of Somnus' outstanding common stock through a merger of a wholly owned subsidiary of Gyrus with and into Somnus.
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