Cantel Medical LLC Announces Offer to Purchase Outstanding Convertible Senior Notes, Fundamental Change and Make-Whole Fundamental Change
LITTLE FALLS, NJ, June 3, 2021 / PRNewswire / – Cantel Medical LLC, formerly known as Cantel Medical Corp. (the “Company,“”Cantel,“”we” or “our“), announced today that it has (a) delivered a notice to the holders of its 3.25% Convertible Senior Notes due 2025 (the”Remarks“), in accordance with the act governing the Notes (as completed, the”Indenture“), notifying the holders that following each (i) the completion of the series of mergers (the”Mergers“) contemplated by the Agreement and the Merger Plan, dated January 12, 2021 (as amended by the Amendment to the Agreement and the Merger Plan, dated March 1, 2021), at Cantel, STERIS plc (“Parent“), Solar New US Holding Co, LLC (now known as Solar New US Holding Corporation), an indirect and wholly owned subsidiary of the parent company (“US Holdco“), and Crystal Merger Sub 1, LLC, a direct and wholly owned subsidiary of US Holdco (“Crystal Fusion Sub“), and (ii) the delisting of Cantel’s common shares from the New York Stock Exchange, a” Fundamental Change “and a” Global Fundamental Change “, each as defined in the Indenture, became effective on June 2, 2021 and (b) made an offer to purchase all of the Notes outstanding as a result of the Fundamental Change.
Fundamental Change Right of Redemption
In connection with the completion of the Mergers and in accordance with the terms of the Indenture, Cantel has launched a takeover bid (the “Fundamental Change Offer“) to redeem, at the option of each holder of Notes, all or part of the Notes. In accordance with the terms of the Fundamental Change Offer and the Deed, each holder of Notes has the right, subject to certain conditions, to this option, to require Cantel to purchase for cash all the notes of this holder, or a part of the capital thereof which is equal to $ 1,000 principal or an integer multiple of $ 1,000 beyond, on July 2, 2021 (the “Fundamental change Redemption date“). Cantel will purchase these Notes at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest up to, but excluding, the fundamental change redemption date. The amount payable on the notes, including accrued and unpaid interest, will be approximately $ 1,004.24 through $ 1,000.00 principal amount of Securities validly surrendered for redemption and not validly withdrawn.
Holders must deposit the Notes no later than 11:59 p.m., New York City time, the second business day immediately preceding the redemption date of the Fundamental Change (the “Fundamental Change Expiration Date“), and can withdraw this offer at the latest 11:59 p.m., New York City time, the second business day before the Fundamental Change expiration date by following the appropriate withdrawal procedures described in the Offer to Purchase and Fundamental Change Notice, Make-Whole Fundamental Change, Method of Settlement and the conclusion of an additional trust deed for the holders of 3.25% Senior Convertible Bonds maturing in 2025 June 3, 2021 (the “Offer to purchase and notice“). From the June 2, 2021, all notes are held through The Depository Trust Company (“Fault codeAccordingly, all Notes tendered for redemption or conversion must be delivered in accordance with the applicable DTC rules and procedures.
Full conversion right
Pursuant to the terms of the Trust Deed, in connection with the completion of the Mergers, the Company, the Parent Company and Wells Fargo Bank, National Association, as Trustee (the “Trustee” under the Deed of trust, entered into an additional trust deed providing that, following the Mergers, the right of each holder to convert each $ 1,000.00 the principal amount of the Cantel common stock notes is converted into a right to convert that principal amount of the notes into the type and amount of cash, shares, other securities, other property or assets, subject to the provisions relating to the choice of method of settlement of the trust deed, which a holder of Cantel common shares would have been entitled to receive upon completion of the Mergers. Following the Mergers, the ordinary shareholders of Cantel received $ 16.93 in cash and 0.33787 ordinary shares, par value $ 0.001 per share, of the parent company (“Parental shares“) for each Cantel common share (each one”reference property unit“).
Since each of the completion of the Mergers and the delisting of Cantel’s common shares from the New York Stock Exchange (the “NYSE”) also constitutes a “Global Fundamental Change” under the Indenture, if a Holder tickets waives tickets for conversion at any time from and including June 2, 2021, until July 1, 2021 (the “Global conversion period“), the conversion rate of the Notes will be 25.0843 units of the Reference Property (the”Global conversion rate“), which corresponds to 8.4752 Parent Shares and approximately $ 424.68 in cash, by $ 1,000.00 principal amount of tickets. The Make-Whole Conversion Rate is based on an increase in the Conversion Rate of 0.9931 Additional Shares based on a Make-Whole Effective Date of June 2, 2021 and a stock market price of $ 81.3520 (each as defined in the trust deed). The Company will settle all conversions of Securities under the Fundamental Make-Whole Changes which constitute the Mergers and Delisting of Cantel common shares from the NYSE in accordance with the cash settlement provisions of the Deed. No parent shares or other securities will be issued on a conversion of Notes under the foregoing Fundamental Total Changes. This press release does not constitute an offer, solicitation or subscription of securities.
If a Holder elects not to convert their Notes under the Make-Whole Fundamental Change during the Make-Whole Conversion Period, the conversion rate of the Notes will change from the Make-Whole Conversion Rate to the conversion rate otherwise applicable under of the Contract after the end of the full conversion period.
Holders should carefully consider the Offer to Purchase and the Notice and consult their own financial and tax advisors. None of Cantel, the parent company, its sole member or its board of directors, as the case may be, nor any of their respective affiliates, employees, advisers or representatives, the trustee, the paying agent or the conversion does not make any declaration or recommendation to a holder as to tender or refrain from tendering their Notes within the framework of the Fundamental Change Offer, or to exercise their conversion rights.
The paying agent and conversion agent for the Fundamental Change Offer and any conversion discount are Wells Fargo Bank, National Association, Corporate Trust Operations, MAC N9300-070, 600 Fourth Street South, Minneapolis, MN 55402. The offer to purchase and the notice detailing the option to purchase and conversion rights are sent by the Trustee on behalf of Cantel to DTC as the sole registered owner of the Notes.
THIS PRESS RELEASE IS FOR INFORMATION ONLY AND DOES NOT CONSTITUTE AN OFFER TO PURCHASE OR THE SOLICITATION OF AN OFFER TO SELL TICKETS. THE FUNDAMENTAL CHANGE OFFER IS MADE SOLELY UNDER A TAKEOVER OFFER STATEMENT (INCLUDING THE TAKEOVER OFFER AND RELATED DOCUMENTS) THAT CANTEL WILL FILE WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC) AND DISTRIBUTE THROUGH THE SUITE TO ITS TICKET HOLDERS. NOTEHOLDERS AND INVESTORS SHOULD READ THE OFFER TO PURCHASE CAREFULLY WHEN IT BECOMES AVAILABLE AS IT CONTAINS IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS AND CONDITIONS OF THE BASIC CHANGE OFFER. AFTER THE DEPT OF THE OFFER TO PURCHASE STATEMENT WITH THE SEC, NOTEHOLDERS AND INVESTORS MAY OBTAIN A FREE COPY OF THE OFFER TO PURCHASE STATEMENT AND OTHER DOCUMENTS THAT CANTEL FILES TO THE SEC ON THE WEBSITE MANAGED BY WWW.SEC.GOV OR BY CONTACT CANTEL AT (763) 553-3341. TICKET HOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY BEFORE MAKING ANY DECISIONS REGARDING THE FUNDAMENTAL CHANGE OFFER.
This press release contains “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995 and other securities laws. For these statements, we claim safe harbor protection for the forward-looking statements contained in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are based on expectations, estimates or current forecasts. about our business, the industries in which we operate and management’s current beliefs and assumptions; they do not relate strictly to historical or current facts. Without limiting the foregoing, words or expressions such as “expect”, “anticipate”, “objective”, “project”, “intend”, “plan”, “believe”, “seek” , “Might”, “might”, “aspires” and variations of such words and expressions generally identify forward-looking statements. In addition, any statement that refers to predictions or projections of our future financial performance, anticipated growth, strategic objectives, performance drivers and trends in our business, and other characterizations of events or future circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions of future events, activities or developments and are subject to many risks, uncertainties and assumptions that are difficult to predict, including the impacts of the COVID-19 pandemic. on our operations and finances. results, general economic conditions, technological and market changes in the medical device industry, our ability to execute our strategy, risks associated with operating our international business, including limited operational experience and recognition market in new international markets, changes in United States state and federal health policy, liability claims arising from the use of the products we sell and distribute, and the risks associated with our intellectual property and proprietary rights necessary to maintain our competitive position . We caution that you should not place undue reliance on these forward-looking statements, which speak only as of the date of their publication. Some of the factors that could cause results to differ from those expressed in any forward-looking statement are set out in Section 1A, entitled Risk Factors, of Cantel’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10 -Q as filed with the Securities and Exchange Commission. We expressly disclaim any obligation or commitment to publicly release any update or revision to any forward-looking statement contained herein to reflect any change in our expectations in this regard or any change in the events, conditions or circumstances upon which such statement is made. is based.
SOURCE Cantel Medical Corp.