Advanced Neuromodulation Systems Withdraws $22.00 Per Share Cyberonics Proposal.DALLAS -- Advanced Neuromodulation Systems Advanced Neuromodulation System is a subsidiary of St. Jude Medical, Inc based in Plano, Texas. Among the products ANS makes and sells include spinal cord stimulators for intractable pain. , Inc. (ANS (ANS Communications, Inc, Purchase, NY) An ISP, Internet backbone and provider of private data network services, founded in 1990 as Advanced Network & Services, Inc., by IBM, MCI and Merit (consortium of Michigan universities). ) (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :ANSI (American National Standards Institute, New York, www.ansi.org) A membership organization founded in 1918 that coordinates the development of U.S. voluntary national standards in both the private and public sectors. It is the U.S. member body to ISO and IEC. ) announced today that it has withdrawn its proposal to discuss a combination with Cyberonics, Inc. (NASDAQ:CYBX) in which ANS was prepared to offer $22.00 per share for the Cyberonics stock that it does not already own. ANS acquired 3.5 million shares, or approximately 14.7%, of Cyberonics outstanding stock in mid-August. "We are disappointed that the Cyberonics Board of Directors has chosen to reject our invitation to discuss a business combination. For the many reasons we carefully outlined in our September 14 letter, we continue to think that the business case for a combination is compelling," said Chris Chavez, President and Chief Executive Officer of ANS. "Since we made our proposal, however, Cyberonics has publicly stated that it intends to 'gain clarity and certainty in a revised depression regulatory plan and timetable,' and has taken steps to try to persuade the FDA FDA abbr. Food and Drug Administration FDA, n.pr See Food and Drug Administration. FDA, n.pr the abbreviation for the Food and Drug Administration. to reverse its decision in its 'non-approvable letter' by submitting additional data through a PMA-S Amendment. Cyberonics has said that it could take 120-180 days or more to obtain an FDA decision on the Amendment. Given the amount of time that could transpire before Cyberonics attains the clarity and certainty it seeks, its Board's decision not to discuss a combination, and our judgment that it does not make good business sense to try to force the issue, we have decided to withdraw our proposal at this time," said Mr. Chavez. Mr. Chavez concluded, "ANS has multiple opportunities for sustained growth independent of a merger with Cyberonics. At this time, we will manage our investment in Cyberonics as a shareholder, and we genuinely wish Cyberonics the best as it works toward fulfilling its mission." About Advanced Neuromodulation Systems Advanced Neuromodulation Systems designs, develops, manufactures and markets implantable systems used to manage chronic intractable pain intractable pain Refractory pain Pain medicine Persistent pain which does not respond to at least 3 dosease of parenteral analgesics given over a 12-24 hr period; pain that does not respond to appropriate doses of opioid analgesics. and other disorders of the central nervous system. Additional information is available at www.ans-medical.com. "Safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. " statement under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995: Statements contained in this document that are not based on historical facts are "forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. ." Terms such as "plan," "should," "would," "anticipate," "believe," "intend," "estimate," "expect," "predict," "scheduled," "new market," "potential market applications" and similar expressions are intended to identify forward-looking statements. Such statements are by nature subject to uncertainties and risks, including but not limited to investment risks, including the risk of adverse changes in the value or marketability of Cyberonics securities that the Company owns; Cyberonics' growth potential and future prospects; competition from and the launch of new competitive products by Medtronic, Advanced Bionics/Boston Scientific or others, as well as other market factors, that could impede growth in or reduce sales of the Company's IPG IPG Implantable pulse generator, see there and RF systems, which could adversely affect revenues and profitability; continued market acceptance of the Genesis(R) IPG and GenesisXP(TM) IPG;; continued market acceptance of the Renew(R) system; patient or physician selection of less invasive or less expensive alternatives; adverse changes in coverage or reimbursement Reimbursement Payment made to someone for out-of-pocket expenses has incurred. amounts by Medicare, Medicaid, private insurers, managed care organizations or workers' comp comp See comparison. programs; intellectual property protection and potential infringement issues; the cost, uncertainty and other risks inherent in the intellectual property litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. against Advanced Bionics; obtaining necessary government approvals for the Company's rechargeable re·charge tr.v. re·charged, re·charg·ing, re·charg·es To charge again, especially to reenergize a storage battery. re IPGs and other new products or applications and maintaining compliance with FDA product and manufacturing requirements; product liability; reliance on single suppliers for certain components; completion of research and development projects in an efficient and timely manner; the satisfactory completion of clinical trials and/or market tests prior to the introduction of new products; successful integration of acquired businesses, products and technologies; the cost, uncertainty and other risks inherent in patent and intellectual property litigation; international trade risks; and other risks detailed from time to time in the Company's SEC filings. Consequently, if such management assumptions prove to be incorrect or such risks or uncertainties materialize, anticipated results could differ materially from those forecast in forward-looking statements. In addition, there can be no assurance as to whether or when the Company might sell or otherwise dispose of all or part of any of the securities of Cyberonics that it beneficially owns. In reaching any decision as to its course of action, including without limitation, its willingness to propose or consummate a combination, the Company currently expects that it would take into consideration a variety of factors, including, but not limited to, Cyberonics' revenue growth potential, cost structure, business and prospects, other developments concerning Cyberonics and its business generally, other business opportunities available to the Company and changes in law and government regulations, general economic conditions and money and stock market conditions, including the market price of the securities of Cyberonics. Such forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release. |
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