UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
______________
FORM
8-K
______________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of report (Date of earliest event reported):
May
12, 2013
THERAGENICS
CORPORATION®
(Exact
name of registrant as specified in charter)
|
Delaware |
001-14339 |
58-1528626 |
|
(State of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
5203 Bristol Industrial Way
Buford, Georgia 30518
(Address
of principal executive offices / Zip Code)
(770) 271-0233
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 8.01. Other Events.
On May 13, 2013, Theragenics Corporation (the “Company”) announced that it received a non-binding proposal on May 10, 2013 from Juniper Investment Company, LLC (“Juniper”) to acquire all of the Company’s outstanding common stock at a purchase price of $2.05 to $2.10 per share. On May 12, 2013, the Company received a revised proposal from Juniper setting forth a purchase price of $2.25 to $2.30 per share. In connection with the May 12, 2013 proposal, the Company entered into an agreement (“Letter Agreement”), dated May 12, 2013, to deal and negotiate exclusively with Juniper through June 11, 2013 regarding a merger transaction. During this period, the Company has agreed not to initiate, solicit, negotiate, discuss or enter into an agreement with or provide any information to any third party with respect to any alternative business combination. The foregoing description of the Letter Agreement is qualified by reference to the text of the Letter Agreement, which is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Press Release dated May 13, 2013 of Theragenics Corporation. |
| 99.2 | Letter Agreement dated May 12, 2013 by and between Juniper Investment Company, LLC and Theragenics Corporation. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Theragenics Corporation (Registrant) |
|||
|
|
|||
|
Dated: |
May 13, 2013 |
||
|
|
By: |
/s/ M. Christine Jacobs |
|
|
M. Christine Jacobs |
|||
|
Chief Executive Officer |
|||
EXHIBIT INDEX
|
Exhibit No. |
Description |
|
99.1 |
Press Release dated May 13, 2013 of Theragenics Corporation. |
|
99.2 |
Letter Agreement dated May 12, 2013 by and between Juniper Investment Company, LLC and Theragenics Corporation. |
Exhibit 99.1
Theragenics Corporation Receives Proposal to Acquire all Outstanding Common Stock at $2.25 to $2.30 Per Share
BUFORD, Ga.--(BUSINESS WIRE)--May 13, 2013--Theragenics Corporation® (NYSE: TGX), a medical device company serving the surgical products and prostate cancer treatment markets, today announced that its Board of Directors has received a proposal from Juniper Investment Company, LLC (“Juniper”) to acquire all of the Company’s outstanding common stock for $2.25 to $2.30 per share in cash. The Company has entered into an agreement (“Letter Agreement”) dated May 12, 2013 to deal and negotiate exclusively with Juniper through June 11, 2013 regarding a merger transaction. During this period, the Company has agreed not to initiate, solicit, negotiate, discuss or enter into an agreement with or provide any information to any third party with respect to any alternative business combination. The $2.25 to $2.30 per share range in the Letter Agreement reflects a negotiated increase from a $2.05 to $2.10 per share range Juniper initially proposed in its letter dated May 10, 2013 to the Company.
The Letter Agreement is subject to, among other things, satisfactory completion of Juniper’s due diligence review of the Company, the receipt of financing by Juniper and the negotiation and execution of a mutually acceptable definitive merger agreement containing customary terms and conditions. The Letter Agreement provides that Juniper expects any definitive merger agreement between the Company and Juniper would contain an appropriate "go shop" provision allowing the Company, for a period of 30 days from the date of execution of a definitive merger agreement, the ability to solicit interest from third parties in connection with an alternative business combination.
No final decision has been made to engage in a merger transaction or similar business combination with Juniper or any other party. The Board continues to evaluate strategic alternatives, including Juniper’s proposal, consistent with its fiduciary duties to act in the best interest of the Company’s stockholders. There can be no assurance that any definitive merger agreement will be entered into or, if entered into, what the terms thereof will be, or that this or any other transaction will be approved or consummated. The Company does not intend to comment further regarding this proposal or its evaluation of strategic alternatives unless a specific transaction is recommended by the Board.
The Company is being advised in this process by its financial advisor, VRA Partners, and its legal advisor, Bryan Cave LLP.
Theragenics Corporation (NYSE: TGX) operates two business segments: its surgical products business and its brachytherapy seed business. The surgical products business (www.cpmedical.com, www.galtmedical.com, www.needletech.com) manufactures and distributes wound closure, vascular access, and specialty needle products. Wound closure products include sutures, needles and other surgical products. Vascular access includes introducers, guidewires and related products. Specialty needles include coaxial, biopsy, spinal and disposable veress needles, access trocars, implanters, introducer products, and other needle-based products. The surgical products segment serves a number of markets and applications, including, among other areas, interventional cardiology, interventional radiology, vascular surgery, orthopedics, plastic surgery, dental surgery, urology, veterinary medicine, pain management, endoscopy, and spinal surgery. Theragenics’ brachytherapy business manufactures, custom loads, distributes and markets “seeds” used primarily in the minimally invasive treatment of localized prostate cancer. The Company’s brachytherapy product line (www.theragenicsbrachy.com) includes its palladium-103 TheraSeed® and its iodine-125 AgX100® devices. The terms "Company," "we," "us," or "our" mean Theragenics Corporation and all entities included in our consolidated financial statements. For additional information, call our Investor Relations Department at (800) 998-8479 or visit www.theragenics.com.
This press release contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, the accuracy of which are necessarily subject to risks and uncertainties, including, without limitation, statements regarding the outcome of exploring strategic alternatives, a proposed business combination with Juniper, success and results of strategic initiatives, future financial performance or financial position, as well as our assumptions underlying such information. Actual results may differ materially due to a variety of factors, including, among other things, uncertainties related to the completion of due diligence, execution of a definitive agreement, satisfaction of closing conditions to be specified in a definitive agreement and other factors set forth from time to time in our filings with the Securities and Exchange Commission.
All forward looking statements and cautionary statements included in this document are made as of the date hereof based on information available to us as of the date hereof, and we assume no obligation to update any forward looking statement or cautionary statement.
CONTACT:
Theragenics Corporation
Frank Tarallo, 800-998-8479 -
770-271-0233
CFO & Treasurer
or
Lisa Rassel, 800-998-8479 -
770-271-0233
Manager of Investor Relations
www.theragenics.com
Exhibit 99.2
| Juniper Investment Company, LLC | |
| 600 Madison Avenue | |
| New York, New York 10022 | |
| JUNIPER INVESTMENT COMPANY |
CONFIDENTIAL
May 12, 2013
| Members of the Board of Directors |
| Theragenics Corporation |
| Attention: M. Christine Jacobs |
| Chairman and Chief Executive Officer |
| 5203 Bristol Industrial Way |
| Buford, Georgia 30518 |
Dear Ms. Jacobs and Members of the Board of Directors,
Ι wanted to provide you with a revised letter expressing our interest in acquiring Theragenics Corporation (“Theragenics" or the "Company"). The following ''Indication of Interest" includes a preliminary, nonbinding proposal for an all-cash acquisition of Theragenics by Juniper Investment Company, LLC ("Juniper"). As you are aware, our affiliate, the Juniper Public Fund, L.P. is a significant shareholder of Theragenics, and we have appreciated the opportunity to develop a deep understanding of the Company in connection with that investment. We think highly of Theragenics’s management team and employees and believe that you have built an excellent business. We hope that you and the rest of the Board of Directors find this Indication of Interest to be compelling and look forward to an opportunity to work with you to complete a transaction.
Juniper Investment Company
Juniper Investment Company was founded in 2007 by Alexis Michas and John Bartholdson to develop and manage alternative investment offerings that address unique market opportunities. The principals of Juniper have extensive private equity investment experience dating back to 1981 encompassing the activities of our predecessor organizations, Merrill Lynch Capital Partners (1981-1999) and Stonington Partners (1994-2010). These activities encompass the acquisition of over 50 companies totaling over $22 billion in total consideration and involving the investment of approximately $3.2 billion of equity capital across a range of industries. Juniper’s affiliate, the Juniper Public Fund, L.P., has been a significant shareholder of the Company since 2010 and holds 2,198,744 shares of the Company’s common stock, representing approximately 7.08% of the total outstanding shares. As a result of our ownership and discussions with the Company’s management, we have developed a deep understanding of Theragenics.
Transaction Overview
Based upon our review of financial and other information regarding the Company, we are prepared to pursue a transaction in which Juniper, through a newly-formed acquisition vehicle, would pay $2.25 to $2.30 per share in cash to acquire 100% of the outstanding shares of the Company through a merger transaction (the “Transaction”).
JUNIPER INVESTMENT COMPANY
The low end of this proposed range represents a 51% premium to the closing price of $1.49 per share as of May 10, 2013 and a 49% premium to the 30-day average closing price of $1.51 per share as of the same date. We believe that the substantial premium that our proposal represents should be very compelling for the Company’s shareholders.
This non-binding Indication of Interest remains contingent upon, among other things:
| i. | satisfactory completion of our due diligence review of the Company; | ||
| ii. | the receipt of financing for the transaction; and | ||
| iii. | the negotiation and execution of a mutually acceptable definitive merger agreement containing customary terms and conditions. |
Timing and due diligence
In order to enter into a definitive merger agreement, we would require the opportunity to perform customary business and legal due diligence of the Company. Given our knowledge of the business and time spent evaluating the Company in the past as part of our existing investment in the Company, we believe that the vast majority of our diligence is confirmatory in nature and can be completed very quickly.
lf you indicate your willingness to move forward on the terms outlined in this Indication of Interest, we are prepared to commit the resources needed to complete due diligence and negotiate and enter into a definitive agreement. While we believe that we can work toward these goals expeditiously, pursuing a possible Transaction would require substantial effort and expense on the part of Juniper. Juniper’s interest in pursuing a Transaction is therefore conditioned upon the Company entering into exclusive negotiations with us. Accordingly, for a period of 30 days from our receipt of a fully-executed copy of this Indication of Interest, the Company agrees to deal exclusively with Juniper and cooperate with it in connection with a possible Transaction. During such 30-day period, the Company will not, nor will it permit any of its affiliates or its or their respective representatives, officers, directors, equity holders, employees or other agents to, initiate, solicit, negotiate, discuss, enter into any agreement with respect to, or provide any information to any third party with respect to, the potential sale of the Company (or any of its subsidiaries), or a substantial interest therein (or any other transaction that would be inconsistent with the Transaction), whether by sale of assets or stock, merger, recapitalization, reorganization or other transaction, or provide any information to any third party in connection with any such potential transaction. Consistent therewith, the Company will immediately suspend any existing activities or discussions regarding a potential sale of the Company with all parties other than Juniper. Further, the Company agrees that it will disclose to Juniper any bona fide offers or inquiries that it receives regarding any such proposal or offer during such 30-day period.
Other than with respect to the foregoing paragraph, no binding obligation on the part of the undersigned or the Company shall arise with respect to this Indication of Interest or any possible Transaction unless and until a definitive merger agreement satisfactory to us and the Company is executed and delivered. Assuming the Company’s agreement with the foregoing paragraph, Juniper expects that any such agreement would contain an appropriate “go shop” provision allowing the Company, for a period of 30 days from the date of execution of such agreement, the ability to solicit interest from third parties in connection with an alternative transaction to the Transaction.
JUNIPER INVESTMENT COMPANY
Shearman and Sterling LLP, our legal advisor, is prepared to assist us immediately in pursuing a possible Transaction. We would expect to negotiate a merger agreement simultaneously with our due diligence process and would be prepared to provide you with a draft agreement shortly. We very much hope that you and the rest of the Board of Directors find this Indication of Interest compelling for the Company’s shareholders and look forward to working with you in connection with a possible Transaction. We are very serious about this Transaction and believe that it is in our mutual interest to proceed promptly. In that regard, we request that you respond to this letter no later than 12:00 p.m. on Monday, May 13, 2013.
JUNIPER INVESTMENT COMPANY
We and our legal advisors are available to discuss this offer at your convenience.
|
Juniper Investment Company
600 Madison Avenue, 16th Floor New York, NY 10022 |
Shearman & Sterling LLP
599 Lexington Avenue New York, NY 10022 |
|
Alexis P. Michas
Managing Partner Telephone: 212 339 8508 Mobile: 917 992 7792 E-mail: apm@juniperfunds.com |
Eliza W. Swann Partner Telephone: 212 848 8073 E-mail: eswann@shearman.com |
|
John A. Bartholdson
Partner Telephone: 212 339 8542 Mobile: 917 796 8190 E-mail: jab@juniperfunds.com |
If you are in agreement with the terms set forth above and desire to proceed with a possible Transaction on that basis, please so indicate by executing a copy of this Indication of Interest and returning it to Juniper no later than 12:00 p.m. on Monday, May 13, 2013.
JUNIPER INVESTMENT COMPANY
Please confirm your agreement with the foregoing by signing and returning by mail, fax or email to the undersigned a copy of this letter enclosed herewith.
| JUNIPER INVESTMENT COMPANY, LLC | |
|
By: /s/ John A. Bartholdson |
|
| Name: John A. Bartholdson | |
| Title: Managing Member |
Accepted and Agreed as of
This 12th day of May 2013
THERAGENICS CORPORATION
|
By: /s/ M. Christine Jacobs |
| Name: M. Christine Jacobs |
| Title: Chairman, CEO and President |
5