SALT LAKE CITY-ZEVEX International, Inc. (NASDAQ: ZVXI) has executed a definitive Merger Agreement with Moog Inc. (NYSE: MOG.A and MOG.B). Upon the closing of the merger, ZEVEX will become a wholly-owned subsidiary of Moog. The merger is expected to close in March, 2007.
Upon the closing of the merger, each share of ZEVEX common stock that is issued and outstanding immediately prior to the closing, and each outstanding restricted stock unit that is convertible into shares of ZEVEX common stock, will be converted into the right to receive from Moog $13.00 in cash. Each outstanding option for shares of common stock will automatically be converted into the right to receive $13.00 per share for each share of common stock that is purchasable pursuant such option, less the per share exercise price of each such share. The maximum aggregate purchase price in the merger is $83.8 million. Moog intends to pay this purchase price from an existing line of credit.
The per share price of $13.00 represents a premium of approximately 36 percent above the average trading price of ZEVEX common stock during the past 30-day period. A.G. Edwards & Sons, Inc. was engaged to act as financial advisor to ZEVEX's Board of Directors and delivered an opinion to the Board that, as of the date of the opinion, the consideration to be received by the shareholders pursuant to the terms of the merger agreement is fair, from a financial point of view, to the shareholders of ZEVEX. The law firm of Jones, Waldo, Holbrook and McDonough acted as legal advisors to ZEVEX.
The merger is subject to certain conditions, including regulatory approval and approval by ZEVEX stockholders. ZEVEX will solicit approval of the merger from its stockholders by means of a proxy statement, which will be mailed to ZEVEX stockholders upon completion of the required filing and review process by the Securities and Exchange Commission. That proxy statement and other relevant documents filed with the Securities and Exchange Commission will contain information about ZEVEX, Moog, and the proposed merger. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS CAREFULLY WHEN THEY ARE AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT THE MERGER. In addition to receiving the proxy statement by mail, stockholders will also be able to obtain the proxy statement, as well as other filings (including annual, quarterly and current reports) containing information about ZEVEX, without charge, at the Securities and Exchange Commissionâ€™s website (http://www.sec.gov). Stockholders may also obtain copies of these documents without charge by requesting them from ZEVEX in writing at 4314 ZEVEX Park Lane, Salt Lake City, Utah, 84123, or by phone at (801) 264-1001, extension 203.
Following the merger, ZEVEX will become a part of Moogâ€™s Medical Devices Segment. ZEVEX will continue normal operations through its two primary divisions, Applied Technology and Therapeutics, located in Salt Lake City. ZEVEX President and Chief Executive Officer, David J. McNally, said, â€œWe are delighted to announce our acquisition by Moog. We are pleased that our operations will remain in Salt Lake City, where 178 employees continue to serve the customer base that we have developed over the past 20 years. For our customers, we will expand our offering of fluid delivery technologies, based upon Moogâ€™s electronic and disposable infusion products, as well as on Moogâ€™s proven fluid management expertise in demanding industrial, commercial aircraft, and aerospace applications.â€
Martin Berardi, Vice President and head of the Medical Devices Segment of Moog, said, â€œThis acquisition is a perfect fit, based upon the excellent product offering and quality reputation of ZEVEX. We believe that ZEVEXâ€™s personnel, technology portfolio, and existing customer base provide a platform on which we can generate new growth in fluid delivery applications, including enteral feeding, and from which we can expand our product lines of medical sensors and surgical tools.â€