CryoLife Announces Completion of Acquisition of Cardiogenesis

18-05-2011: CryoLife, Inc.  announced that it has successfully completed its acquisition of Cardiogenesis Corporation.

The acquisition of Cardiogenesis adds to the company's portfolio a surgical product used in the treatment of diffuse coronary artery disease and severe angina. Cardiogenesis had sales of approximately $11 million in 2010 and approximately $3.1 million in the first quarter of 2011.

"We believe the acquisition of Cardiogenesis is highly complementary to our business," said Steven G. Anderson, Chairman, President and Chief Executive Officer of CryoLife. "The addition of Cardiogenesis' strong core business and innovative product pipeline will position CryoLife as the leader in surgical products used to treat patients with severe angina and will help expand our product portfolio for cardiac surgery."

At a special meeting of Cardiogenesis shareholders held on Monday, May 16, 2011, shareholders of Cardiogenesis approved the merger of Cardiogenesis with CL Falcon, Inc., a wholly-owned subsidiary of CryoLife. Pursuant to the agreement and plan of merger and reorganization, CL Falcon, Inc. merged with and into Cardiogenesis pursuant to a long-form merger completed using the procedures available under California law. Cardiogenesis subsequently merged within and into CryoLife Acquisition Corporation, a wholly-owned subsidiary of CryoLife.

The consideration in the merger was $0.457 per share, less applicable withholdings. This was the same consideration CryoLife paid for the 23,221,166 shares of Cardiogenesis that it acquired pursuant to a tender offer that expired at midnight on May 2, 2011 at the end of the day. Following the merger, shares of Cardiogenesis common stock ceased to be traded on the OTCQB market.