Royal Philips Electronics and Respironics, Inc. today announced that Philips' indirect wholly owned subsidiary Moonlight Merger Sub, Inc. ("Philips Merger Sub") is extending the expiration date for its previously announced tender offer until 12:00 midnight, New York City time, on February 22, 2008 for all outstanding shares of common stock of Respironics for $66.00 per Respironics share, without interest and subject to any applicable withholding of taxes.
On January 3, 2008, Philips Merger Sub commenced the tender offer for the Respironics shares in accordance with the Agreement and Plan of Merger, dated as of December 20, 2007, by and among Respironics, Philips Holding USA Inc. and Philips Merger Sub, which was amended to provide for the above described extension. The offer is being extended because, as of 12:00 midnight, New York City time, on February 1, 2008, not all conditions to the offer had been satisfied or waived by Philips Merger Sub, including the approval under Council Regulation (EC) No. 139/2004 of the European Community, as amended (the "EC Merger Regulation"). The formal notification and application for approval of the offer and the merger under the EC Merger Regulation was filed on January 30, 2008. As of 12:00 midnight, New York City time, on February 1, 2008, Philips Merger Sub had received a preliminary number of tenders representing approximately 60 million of the outstanding Respironics shares, which represented approximately 77 percent of the outstanding Respironics shares (on a fully diluted basis).
Investors and stockholders of Respironics are urged to read the Tender Offer Statement on Schedule TO (containing the offer to purchase, a letter of transmittal and related materials) relating to the tender offer that has been filed with the Securities and Exchange Commission (the "SEC") because it contains important information, including the various terms of, and conditions to, the tender offer.
Source: Philips
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