Item 8.01 Other Events.
Supplemental Disclosures to the Proxy Statement
As previously disclosed, on August 6, 2021, Intersect ENT, Inc. ("Intersect
ENT"), Medtronic, Inc. ("Medtronic") and Project Kraken Merger Sub, Inc.
("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") pursuant to which Merger Sub will merge with and into Intersect ENT,
with Intersect ENT surviving the merger as a wholly-owned subsidiary of
Medtronic (the "Merger").
In connection with the Merger, Intersect ENT and Medtronic filed notification
and report forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended (the "HSR Act") with the U.S. Federal Trade Commission (the "FTC")
and the Antitrust Division of the U.S. Department of Justice on August 23, 2021.
On September 22, 2021, Intersect ENT and Medtronic each received a request for
additional information and documentary materials (the "Second Request") from the
FTC in connection with the FTC's review of the Merger.
The effect of the Second Request is to extend the waiting period imposed by the
HSR Act until 30 days after Intersect ENT and Medtronic have substantially
complied with the Second Request, unless that period is extended voluntarily by
the parties or terminated sooner by the FTC. Both parties intend to continue to
work cooperatively with the FTC in its review.
Completion of the Merger remains subject to the expiration or termination of the
waiting period under the HSR Act and the satisfaction or waiver of the other
closing conditions specified in the Merger Agreement.
Additional Information and Where to Find It
In connection with the Merger, Intersect ENT filed with the Securities and
Exchange Commission ("SEC") a definitive proxy statement on Schedule 14A (the
"Proxy Statement") on September 7, 2021, and the Proxy Statement was first sent
to stockholders of Intersect ENT on or about September 7, 2021. The Proxy
Statement contains important information about the proposed transactions.
Intersect ENT may file other documents regarding the proposed transaction with
the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE
PROPOSED TRANSACTION, STOCKHOLDERS AND SECURITYHOLDERS OF INTERSECT ENT ARE
URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED
TRANSACTION THAT INTERSECT ENT HAS FILED WITH THE SEC OR THAT ARE INCORPORATED
BY REFERENCE THEREIN BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. This
communication is not a substitute for the Proxy Statement or for any other
document that Intersect ENT may file with the SEC and send to its stockholders
in connection with the proposed transaction. The proposed transaction will be
submitted to Intersect ENT's stockholders for their consideration. Before making
any voting decision, stockholders of Intersect ENT are urged to read the Proxy
Statement and any other relevant documents filed with the SEC, as well as any
amendments or supplements to those documents, because they will contain
important information about the proposed transaction.
Stockholders of Intersect ENT are able to obtain a free copy of the Proxy
Statement, as well as other filings containing information about Intersect ENT
and the proposed transaction, without charge, at the SEC's website
(http://www.sec.gov). Copies of the Proxy Statement and the filings with the SEC
that are incorporated by reference therein can also be obtained, without charge,
by contacting Intersect ENT's Investor Relations by email at
ir@intersectent.com, or by going to Intersect ENT's Investor Relations page on
its website at ir.intersectent.com and clicking on the link titled "Financial
Information" to access Intersect ENT's "SEC Filings."
Participants in the Solicitation
Intersect ENT and certain of its directors, executive officers and employees may
be deemed to be participants in the solicitation of proxies in respect of the
proposed transaction. Stockholders may obtain information regarding the names,
affiliations and interests of Intersect ENT's directors and executive officers
in Intersect ENT's Annual Report on Form 10-K for the fiscal year ended December
31, 2020, which was filed with the SEC on March 9, 2021, and its definitive
proxy statement for the 2021 annual general meeting of stockholders, which was
filed with the SEC on April 20, 2021. To the extent the holdings of Intersect
ENT's securities by Intersect ENT's directors and executive officers have
changed since the amounts set forth in Intersect ENT's proxy statement for its
2020 annual general meeting of stockholders, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed with the SEC.
Securityholders may obtain information regarding the names, affiliations and
interests of Medtronic's directors and executive officers in Medtronic's Annual
Report on Form 10-K for the fiscal year ended April 30, 2021, which was filed
with the SEC on June 25, 2021, and its definitive proxy statement for the 2020
annual general meeting of shareholders, which was filed with the SEC on October
13, 2020. Information regarding the interests of Intersect ENT's directors and
executive officers, which may, in some cases, be different than those of
Intersect ENT's stockholders generally, is included in its definitive Proxy
Statement filed with the SEC in connection with the
--------------------------------------------------------------------------------
proposed transaction, and certain of its Current Reports on Form 8-K. Other
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, is contained in the Proxy Statement and other relevant materials
filed with the SEC in connection with the proposed transaction. Free copies of
this document may be obtained as described in the preceding paragraph.
No Offer or Solicitation
This communication is for information purposes only and is not intended to and
does not constitute, or form part of, an offer, invitation or the solicitation
of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of any securities, or the solicitation of any vote or approval
in any jurisdiction, pursuant to the proposed transaction or otherwise, nor
shall there be any sale, issuance or transfer of securities in any jurisdiction
in contravention of applicable law.
Notes Regarding Forward-Looking Statements
This communication, and any documents to which Intersect ENT refers you in this
communication, contains not only historical information, but also
forward-looking statements made pursuant to the safe-harbor provisions of the
Private Securities Litigation Reform Act of 1995 (the "Act"). These
forward-looking statements represent Intersect ENT's current expectations or
beliefs concerning future events, including but not limited to the expected
completion and timing of the proposed transaction, expected benefits and costs
of the proposed transaction, management plans and other information relating to
the proposed transaction, strategies and objectives of Intersect ENT for future
operations and other information relating to the proposed transaction. Without
limiting the foregoing, the words "believes," "anticipates," "plans," "expects,"
"intends," "forecasts," "should," "estimates," "contemplate," "future," "goal,"
"potential," "predict," "project," "projection," "target," "seek," "may,"
"will," "could," "should," "would," "assuming," and similar expressions are
intended to identify forward-looking statements. We intend these forward-looking
statements to be covered by the safe harbor provisions for forward-looking
statements contained in the Act. You should read any such forward-looking
statements carefully, as they involve a number of risks, uncertainties and
assumptions that may cause actual results to differ significantly from those
projected or contemplated in any such forward-looking statement. Those risks,
uncertainties and assumptions include, without limitation, (i) the risk that the
proposed transaction may not be completed in a timely manner or at all, which
may adversely affect Intersect ENT's business and the price of the common stock
of Intersect ENT, (ii) the failure to satisfy any of the conditions to the
consummation of the proposed transaction, including the adoption of the Merger
Agreement by the stockholders of Intersect ENT and the receipt of certain
regulatory approvals, (iii) the occurrence of any event, change or other
circumstance or condition that could give rise to the termination of the Merger
Agreement, (iv) the effect of the announcement or pendency of the proposed
transaction on Intersect ENT's business relationships, operating results and
business generally, (v) risks that the proposed transaction disrupts current
plans and operations and the potential difficulties in employee retention as a
result of the proposed transaction, (vi) risks related to diverting management's
attention from Intersect ENT's ongoing business operations, (vii) the outcome of
any legal proceedings that may be instituted against Intersect ENT related to
the Merger Agreement or the proposed transaction, and (viii) unexpected costs,
charges or expenses resulting from the proposed transaction. The risks and
uncertainties may be amplified by the COVID-19 pandemic, which has caused
significant economic uncertainty. The extent to which the COVID-19 pandemic
impacts the Company's businesses, operations, and financial results, including
the duration and magnitude of such effects, will depend on numerous factors,
which are unpredictable, including, but not limited to, the duration and spread
of the outbreak, its severity, the actions to contain the virus or treat its
impact, and how quickly and to what extent normal economic and operating
conditions can resume. Forward-looking statements are not guarantees of future
performance, and there are a number of important factors that could cause actual
outcomes and results to differ materially from the results contemplated by such
forward-looking statements, including those risks described in Intersect ENT's
filings with the SEC, such as its Quarterly Reports on Form 10-Q and Annual
Reports on Form 10-K. Forward-looking statements speak only as of the date of
this communication or the date of any document incorporated by reference in this
document. Except as required by applicable law or regulation, Intersect ENT does
not assume any obligation to update any such forward-looking statements whether
as the result of new developments or otherwise.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses