Mr Hansjörg Wyss, currently Chairman and Chief Executive Officer of SYNTHES, will assume the position of Chairman of SYNTHES-STRATEC, and Mr Rudolf Maag, currently Chief Executive Officer of STRATEC, will serve as President and Chief Executive Officer of the combined entity.
In addition to Mr Rudolf Maag
, the principal Executive Officers for SYNTHES-STRATEC
will include Charles Hedgepeth (Vice President – USA).
...Mr Rudolf Maag
, who currently controls 69% of the voting rights and 51% of the share capital of STRATEC
, has accepted the combination terms and supports the exchange offer.
The combination and the offering of SYNTHES-STRATEC shares are subject to approval by various competition authorities in both the US and Europe, to an 80% acceptance by votes and by capital of the exchange offer of all STRATEC shareholders and to other customary conditions to be published in the exchange offer documentation.It is anticipated that the combination will be completed by May 1999.Furthermore, market conditions permitting, it is currently contemplated that a secondary share offering representing approximately 10% of the shares of SYNTHES-STRATEC
will be conducted within 12 months of the closing of the combination, increasing the free float of SYNTHES-STRATEC
to approximately 25% of the shares outstanding.STRATEC
has retained the services of Merrill Lynch & Co.
to render a fairness opinion in connection with the combination.On February 23, 1999, Merrill Lynch & Co.
rendered its opinion to the Board of Directors of STRATEC
that subject to the assumptions and limitations set forth therein and as of the date thereof, the exchange ratio was fair, from a financial point of view, to the shareholders of STRATEC