-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T4SBfnrRAM//7MrzQv0dC6UnXV1NTOQGkaJT4kRfsLb5vNoIk6XGQxY/42YLOUL+ ac1oMbeioFSmrxY7nNVfKQ== 0000895345-01-500496.txt : 20010830 0000895345-01-500496.hdr.sgml : 20010830 ACCESSION NUMBER: 0000895345-01-500496 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010829 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MINNTECH CORP CENTRAL INDEX KEY: 0000724969 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 411229121 STATE OF INCORPORATION: MN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 000-11278 FILM NUMBER: 1726672 BUSINESS ADDRESS: STREET 1: 14605 28TH AVE NORTH CITY: MINNEAPOLIS STATE: MN ZIP: 55447 BUSINESS PHONE: 6125533300 FORMER COMPANY: FORMER CONFORMED NAME: RENAL SYSTEMS INC DATE OF NAME CHANGE: 19861001 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CANTEL MEDICAL CORP CENTRAL INDEX KEY: 0000019446 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 221760285 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: OVERLOOK AT GREAT NOTCH STREET 2: 150 CLOVE ROAD CITY: LITTLE FALLS STATE: NJ ZIP: 07424 BUSINESS PHONE: 9734708700 MAIL ADDRESS: STREET 1: OVERLOOK AT GREAT NOTCH STREET 2: 150 CLOVE ROAD CITY: LITTLE FALLS STATE: NJ ZIP: 07424 FORMER COMPANY: FORMER CONFORMED NAME: CANTEL INDUSTRIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CHARVOZ CARSEN CORP DATE OF NAME CHANGE: 19861215 FORMER COMPANY: FORMER CONFORMED NAME: STENDIG INDUSTRIES INC DATE OF NAME CHANGE: 19890425 425 1 gw425.txt 425 Filed by Cantel Medical Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Minntech Corporation Commission File Number: 000-11278 THE FOLLOWING TEXT IS OF A PRESS RELEASE ISSUED BY CANTEL MEDICAL CORP. ON AUGUST 29, 2001 CANTEL MEDICAL CORP. 150 CLOVE ROAD LITTLE FALLS, NEW JERSEY 07424 (973) 890-7220 FOR IMMEDIATE RELEASE - --------------------- Contact: Richard E. Moyer Cameron Associates, Inc. Phone: 212-554-5466 richard@cameronassoc.com CANTEL AND MINNTECH ANNOUNCE EXCHANGE RATIO Little Falls, N.J. and Minneapolis, Minn.--August 29, 2001--Cantel Medical Corp. (Nasdaq NM:CNTL) and Minntech Corporation (Nasdaq NM:MNTX), today jointly announced that, in connection with their previously announced merger agreement, assuming consummation of the merger, each outstanding share of Minntech common stock will be converted into the right to receive $6.25 in cash and .2216 of a share of Cantel common stock (the "exchange ratio"). The exchange ratio was determined in accordance with the merger agreement by dividing $4.25 by $19.18, the average closing price of Cantel common stock during the seven consecutive trading day period ending August 28, 2001, the trading day immediately preceding the fifth trading day prior to Minntech's shareholders meeting. Cantel and Minntech will hold simultaneous shareholders meetings on Thursday, September 6, 2001 to vote on the merger. Cantel's meeting will be held at 10:00 AM EDT at the offices of Fried, Frank, Harris, Shriver & Jacobson in New York. Shareholders of record as of the close of business on July 24, 2001 will be eligible to cast their vote at the Cantel meeting. Minntech's meeting will be held at 9:00 AM CDT at 14550 28th Avenue N., Plymouth, MN, the offices of the company. Shareholders of record as of the close of business on July 24, 2001 will be eligible to cast their vote at the Minntech meeting. The joint proxy statement/prospectus relating to the merger was mailed to the respective shareholders of Cantel and Minntech on or about August 3, 2001. Completion of the merger will take place shortly after the September 6 shareholders meetings, if shareholder approval is obtained and all of the conditions to closing set forth in the merger agreement are satisfied or waived. Cantel Medical Corp. is a healthcare company concentrating primarily in infection prevention and control products and diagnostic and therapeutic medical equipment. Through its United States subsidiary, MediVators, Inc., Cantel serves customers worldwide by designing, developing, manufacturing, marketing and distributing innovative products for the infection prevention and control industry. Through its Canadian subsidiary, Carsen Group Inc., Cantel markets and distributes medical equipment (including flexible and rigid endoscopes), precision instruments (including microscopes and high performance image analysis hardware and software) and industrial equipment (including remote visual inspection devices). Cantel's subsidiaries also provide technical maintenance services for their own products, as well as for certain competitors' products. Minntech Corporation, utilizing its proprietary core technologies in chemicals, hollow fibers, and electronics, has developed and currently markets a wide variety of medical device reprocessing and fluid filtration and separation products for the renal dialysis, medical device disinfection, cardiosurgery, pharmaceutical, biotechnology and semiconductor industries. Minntech is a world leader in renal dialyzer reprocessing, providing a broad product line that includes a reprocessing system and a sterilant that each command the largest market share in the U.S. in their respective categories. Over the years, Minntech has been granted over 155 patents on medical technologies, with 87 patent applications pending. IMPORTANT INFORMATION: Investors are urged to read the joint proxy statement/prospectus which was first mailed to shareholders on or about August 3, 2001, and any other relevant documents filed with the SEC, as they contain important details on the proposed merger. (Investors can access documents filed with the SEC for free at the SEC's web site www.sec.gov.) Cantel and Minntech, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from the shareholders of Cantel and Minntech in connection with the merger. Information about the directors and executive officers of Cantel and their ownership of Cantel stock is set forth in Cantel's Annual Report on Form 10-K for the fiscal year ended July 31, 2000 and in the joint proxy statement/prospectus. Information about the directors and executive officers of Minntech and their ownership of Minntech stock is set forth in Minntech's Annual Report on Form 10-K for the fiscal year ended March 31, 2001. Investors may obtain additional information regarding the interests of such participants by reading the joint proxy statement/prospectus. -----END PRIVACY-ENHANCED MESSAGE-----