UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 10, 2013
ROCHESTER MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
Commission File Number: 018933
Minnesota |
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41-1613227 |
(State or other jurisdiction of incorporation) |
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(IRS Employer Identification No.) |
One Rochester Medical Drive, Stewartville, MN 55976
(Address of principal executive offices, including zip code)
(507) 533-9600
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x Soliciting material pursuant to Rule 14a12 under the Exchange Act (17 CFR 240.14a12)
o Pre-commencement communications pursuant to Rule 14d2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e4(c))
Item 8.01 Other Events.
On October 10, 2013, Rochester Medical Corporation (Rochester Medical) issued a press release announcing that a record date and a special meeting date had been established for Rochester Medicals shareholders to consider and vote on the proposal to adopt the previously announced agreement to be acquired by a subsidiary of C. R. Bard, Inc. for $20.00 in cash per common share, for a total transaction value of approximately $262 million. Rochester Medical shareholders of record at the close of business on September 30, 2013 are entitled to notice of the special meeting and to vote on the adoption of the agreement. The special meeting is scheduled to be held on November 13, 2013 at 2:00 p.m., local time, at the offices of Dorsey & Whitney LLP, 15th floor, 50 South Sixth Street, Minneapolis, Minnesota 55402. The definitive proxy statement for the special meeting will be filed with the Securities and Exchange Commission and first mailed to shareholders on or about October 14, 2013. A copy of the press release issued by Rochester Medical on October 10, 2013 is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release, dated October 10, 2013, of Rochester Medical Corporation.
SIGNATURE
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.
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ROCHESTER MEDICAL CORPORATION | |
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By: |
/s/ David A. Jonas |
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David A. Jonas |
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Chief Financial Officer |
Date: October 10, 2013
Exhibit 99.1
FOR IMMEDIATE RELEASE
ROCHESTER MEDICAL TO HOLD SPECIAL MEETING OF SHAREHOLDERS NOVEMBER 13, 2013 TO
APPROVE DEFINITIVE AGREEMENT TO BE ACQUIRED BY
C. R. BARD
STEWARTVILLE, Minn., October 10, 2013 Rochester Medical Corporation (NASDAQ: ROCM), has established a record date and a special meeting date for the Companys shareholders to consider and vote on the proposal to adopt the previously announced agreement to be acquired by a subsidiary of C. R. Bard, Inc. On September 4, 2013, Rochester Medical announced that it had entered into a definitive agreement to be acquired by a subsidiary of C. R. Bard, Inc. for $20.00 in cash per common share for a total transaction value of approximately $262 million.
Rochester Medical shareholders of record at the close of business September 30, 2013 are entitled to notice of the special meeting and to vote on the adoption of the agreement. The special meeting is scheduled for November 13, 2013 at 2:00 p.m. central time, at the offices of Dorsey & Whitney LLP, 15th floor, 50 South Sixth Street, Minneapolis, Minn. 55402. The definitive proxy statement for the special meeting will be filed with the Securities and Exchange Commission and mailed to shareholders on or about October 14, 2013.
About Rochester Medical
Rochester Medical Corporation develops, manufactures, and markets disposable medical catheters and devices for urological and continence care applications. The Company also sells certain ostomy and wound and scar care products and other brands of urological products into the European marketplace.
For further information, please contact Anthony J. Conway, President and Chief Executive Officer or David A. Jonas, Chief Financial Officer of Rochester Medical Corporation at (507) 533-9600 or Mike Piccinino, at Westwicke Partners (443) 213-0500. More information about Rochester Medical is available on its website at http://www.rocm.com.
Additional Information and Where to Find It
Rochester Medical Corporation (Rochester Medical) plans to file with the Securities and Exchange Commission (the SEC) and furnish to its shareholders a definitive proxy statement in connection with the proposed merger with a wholly owned subsidiary of C. R. Bard, Inc. (the Merger), pursuant to which Rochester Medical would be acquired by C. R. Bard, Inc. (Bard). The proxy statement will contain important information about the proposed merger and related matters. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE. Investors and shareholders will be able to obtain free copies of the proxy statement (when they are available) and other documents filed with the SEC by Rochester Medical through the web site maintained by the SEC at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the proxy statement from Rochester Medical by contacting investor relations by telephone at +1 (507) 533-9600, by mail at Rochester Medical Corporation, One Rochester Medical Drive, Stewartville, MN, 55976, Attn: Investor Relations, or by going to Rochester Medicals Investor Relations page on its corporate website at http://www.rocm.com.
Rochester Medical and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Rochester Medical in connection with the proposed merger. Information regarding the interests of these directors and executive officers in the transaction described herein will be included in the proxy statement described above. Additional information regarding these directors and executive officers is also included in Rochester Medicals proxy statement for its 2013 Annual Meeting of Shareholders, which was filed with the SEC on December 28, 2012. This document is available free of charge at the SECs web site at www.sec.gov, and from Rochester Medical by contacting investor relations by telephone at +1 (507) 533-9600, by mail at Rochester Medical Corporation, One Rochester Medical Drive, Stewartville, MN, 55976, Attn: Investor Relations, or by going to Rochester Medicals Investor Relations page on its corporate website at http://www.rocm.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the future financial and operating results of Rochester Medical. Such statements are based on currently available information, operating plans and managements expectations about future events and trends. Such statements inherently involve significant risks and uncertainties that could cause actual results to differ materially from those predicted in such forward-looking statements, including the uncertainty of estimated revenues and profits, the uncertainty of current domestic and international economic conditions that could adversely affect the level of demand for the Companys products and increased volatility in foreign exchange rates, the uncertainty of market acceptance of new product introductions, and our level of success in increasing Rochester Medical Direct Sales revenue, the uncertainty of gaining new strategic relationships or locating and capitalizing on strategic opportunities, the uncertainty of timing of Private Label Sales revenues (particularly international customers), FDA and other regulatory review and response times, and other risk factors listed from time to time in the Companys SEC reports and filings, including, without limitation, the section entitled Risk Factors in the Companys Annual Report on Form 10-K for the year ended September 30, 2012, and quarterly reports on Forms 10-Q. Readers are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.