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2015-10-12

LivaNova plc: LivaNova Announces Publication of Prospectus

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| THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR |
|A PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING |
|OF THE SHARES OF LIVANOVA PLC. ANY DECISION TO PURCHASE OR OTHERWISE ACQUIRE, |
|SELL OR DISPOSE OF ANY SHARES OF LIVANOVA PLC MUST BE MADE ONLY ON THE BASIS |
|OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE IN THE |
|PROSPECTUS ONCE PUBLISHED. |
| |
| |
| |
|LONDON, Oct. 12, 2015 (GLOBE NEWSWIRE) -- LivaNova PLC (the "Company |
|" or "LivaNova |
|"), the UK public limited company which, effective as of October 19, 2015, |
|will be the holding company for the combined businesses of Sorin S.p.A. |
|("Sorin |
|") and Cyberonics Inc. ("Cyberonics |
|"), is pleased to announce that the UK Listing Authority has approved the |
|prospectus dated October 12, 2015 (the "Prospectus |
|") in connection with the listing of its ordinary shares on the standard |
|segment of the Official List of the Financial Conduct Authority. |
| |
| |
|The Prospectus will be available on the Sorin and Cyberonics websites. |
| |
|An electronic copy of the Prospectus will be submitted to the National Storage |
|Mechanism and will be available for inspection |
|atwww.morningstar.co.uk/uk/NSM. |
| |
| |
|Safe harbor statement |
| |
|This press release contains forward-looking statements within the meaning of |
|Section 27A of the Securities Act of 1933, as amended and Section 21E of the |
|Securities Exchange Act of 1934, as amended. These statements can be |
|identified by the use of forward-looking terminology, including "may," |
|"believe," "will," "expect," "anticipate," "estimate," "plan," "intend," |
|"forecast," or other similar words. Statements contained in this press |
|release are based on information presently available to Cyberonics, Sorin and |
|LivaNova and assumptions that the parties believe to be reasonable. |
|Cyberonics, Sorin and LivaNova are not assuming any duty to update this |
|information if those facts change or if the assumptions are no longer |
|believed to be reasonable. Investors are cautioned that all such statements |
|involve risks and uncertainties, including without limitation, statements |
|concerning conducting our special meeting of stockholders and closing the |
|proposed merger transactions involving Cyberonics, Sorin and LivaNova. |
|Important factors that may cause actual results to differ include, but are |
|not limited to: the failure to obtain applicable regulatory or shareholder |
|approvals in a timely manner or otherwise, or the requirement to accept |
|conditions that could reduce the anticipated benefits of the proposed |
|transactions as a condition to obtaining regulatory approvals; the failure to |
|satisfy other closing conditions to the proposed transactions; the length of |
|time necessary to consummate the proposed transactions, which may be longer |
|than anticipated for various reasons; risks that the new businesses will not |
|be integrated successfully or that the combined companies will not realize |
|estimated cost savings, value of certain tax assets, synergies and growth, or |
|that such benefits may take longer to realize than expected; the inability of |
|Cyberonics, Sorin and LivaNova to meet expectations regarding the timing, |
|completion and accounting and tax treatments with respect to the proposed |
|transactions; risks relating to unanticipated costs of integration, including |
|operating costs, customer loss or business disruption being greater than |
|expected; reductions in customer spending, a slowdown in customer payments |
|and changes in customer demand for products and services; unanticipated |
|changes relating to competitive factors in the industries in which the |
|companies operate; the ability to hire and retain key personnel; the |
|potential impact of announcement or consummation of the proposed transactions |
|on relationships with third parties, including customers, employees and |
|competitors; the ability to attract new customers and retain existing |
|customers in the manner anticipated; reliance on and integration of |
|information technology systems; changes in legislation or governmental |
|regulations affecting the companies; international, national or local |
|economic, social or political conditions that could adversely affect the |
|companies or their customers; conditions in the credit markets; risks to the |
|industries in which Cyberonics, Sorin and LivaNova operate that are described |
|in the "Risk Factors" section of the Annual Reports on Form 10-K, Quarterly |
|Reports on Form 10-Q and other documents filed from time to time with the SEC |
|by Cyberonics and LivaNova and the analogous section from Sorin's annual |
|reports and other documents filed from time to time with the Italian |
|financial market regulator (CONSOB) by Sorin; risks associated with |
|assumptions the parties make in connection with the parties' critical |
|accounting estimates and legal proceedings; the parties' international |
|operations, which are subject to the risks of currency fluctuations and |
|foreign exchange controls; and the potential of international unrest, |
|economic downturn or effects of currencies, tax assessments, tax adjustments, |
|anticipated tax rates, raw material costs or availability, benefit or |
|retirement plan costs, or other regulatory compliance costs. The foregoing |
|list of factors is not exhaustive. You should carefully consider the |
|foregoing factors and the other risks and uncertainties that affect the |
|parties' businesses, including those described in Cyberonics' Annual Report |
|on Form 10-K, as amended from time to time, Quarterly Reports on Form 10-Q, |
|Current Reports on Form 8-K and other documents filed from time to time with |
|the SEC by Cyberonics and LivaNova and those described in Sorin's annual |
|reports, registration documents and other documents filed from time to time |
|with CONSOB by Sorin. Nothing in this press release is intended, or is to be |
|construed, as a profit forecast or to be interpreted to mean that earnings |
|per Sorin share or Cyberonics share for the current or any future financial |
|years or those of the combined group, will necessarily match or exceed the |
|historical published earnings per Sorin share or Cyberonics share, as |
|applicable. None of Cyberonics, Sorin and LivaNova gives any assurance (1) |
|that any of Cyberonics, Sorin or LivaNova will achieve its expectations, or |
|(2) concerning any result or the timing thereof, in each case, with respect |
|to any regulatory action, administrative proceedings, government |
|investigations, litigation, warning letters, consent decree, cost reductions, |
|business strategies, earnings or revenue trends or future financial results. |
| For more information, please contact: |
| |
| For Cyberonics: |
| Investors |
| Greg Browne |
| Chief Financial Officer |
| Cyberonics, Inc. |
| Tel: +(1) 281-228-7262 |
| e-mail: ir@cyberonics.com |
| |
| For Sorin Group: |
| Investors |
| Demetrio Mauro |
| Chief Financial Officer |
| Sorin Group |
| Tel: +39 02 69969 512 |
| e-mail: investor.relations@sorin.com |
| |
| Francesca Rambaudi |
| Director, Investor Relations |
| Sorin Group |
| Tel: +39 02 69969716 |
| e-mail: investor.relations@sorin.com |
| |
| Media |
| Gabriele Mazzoletti |
| Director, Corporate Communications |
| Sorin Group |
| Tel: +39 02 69 96 97 85 |
| Mobile: +39 348 979 22 01 |
| e-mail: corporate.communications@sorin.com |
| |
| Kal Goldberg |
| Finsbury (New York)...

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