Synergetics USA Inc.

[Enterprising Investor]

Valeant Pharmaceuticals International, Inc. Completes Tender Offer For Synergetics USA, Inc. (10/15/15)

LAVAL, Quebec, Oct. 15, 2015 /PRNewswire/ -- Valeant Pharmaceuticals International, Inc. (NYSE: VRX) (TSX: VRX) ("Valeant") today announced the expiration of the tender offer (the "Offer") by a subsidiary of Valeant Pharmaceuticals International ("VPI") to purchase all of the outstanding shares of Synergetics USA, Inc. (NASDAQ: SURG) ("Synergetics"), at a price per share of $6.50, net to the holder in cash (less any applicable withholding taxes and without interest), plus one contractual contingent value right ("CVR") per share, which represents the right to receive up to two contingent payments, if any, of up to $1.00 in the aggregate net to the holder in cash (less any applicable withholding taxes and without interest) upon the achievement of certain specified milestones.

The Offer expired at 11:59 p.m. New York City time, on October 14, 2015. American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, has advised that, as of the expiration of the Offer, a total of 18,271,479 shares had been tendered into and not withdrawn from the Offer, representing approximately 72.1% of Synergetics' outstanding shares. Additionally, the depositary has advised that an additional 2,978,556 shares had been tendered by notice of guaranteed delivery, representing approximately 11.8% of Synergetics' outstanding shares. The condition to the Offer that at least a majority of the outstanding shares of Synergetics common stock (on a fully diluted basis), not including shares tendered pursuant to procedures for guaranteed delivery and not yet delivered, be validly tendered and not properly withdrawn prior to the expiration of the Offer has been satisfied. Accordingly, all shares that were validly tendered and not properly withdrawn were accepted for payment and Valeant will promptly pay for all such tendered shares in accordance with the terms of the Offer. As a result of the tenders, Valeant will own a majority of the outstanding Synergetics shares (on a fully diluted basis), not including shares tendered pursuant to procedures for guaranteed delivery and not yet delivered, and expects to complete today the acquisition of Synergetics through a merger without a vote of Synergetics stockholders pursuant to Section 251(h) of the Delaware General Corporation Law.

As a result of the merger, Synergetics will become a wholly owned subsidiary of VPI. In the merger, each remaining share of Synergetics that was not validly tendered in the Offer will be cancelled and converted into the right to receive the same price per share of $6.50 in cash (less any applicable withholding taxes and without interest) and one CVR, each without interest and less any applicable withholding taxes that was paid in the Offer. Following completion of the merger, the common stock of Synergetics will no longer be listed for trading on the NASDAQ Capital Market, which is expected to take effect as of the close of the market today.

About Valeant Pharmaceuticals International, Inc.

Valeant is a multinational, specialty pharmaceutical company that develops, manufactures and markets a broad range of pharmaceutical products and medical devices primarily in the areas of dermatology, gastrointestinal disorder, eye health, neurology and branded generics. More information about Valeant can be found at www.valeant.com.

http://www.prnewswire.com/news-releases/valeant-pharmaceuticals-international-inc-completes-tender-offer-for-synergetics-usa-inc-300160365.html

[Enterprising Investor]

Valeant Pharmaceuticals To Acquire Synergetics USA (9/02/15)

LAVAL, Quebec, Sept. 2, 2015 /PRNewswire/ -- Valeant Pharmaceuticals International, Inc. (NYSE: VRX and TSX: VRX) today announced that its affiliate has entered into a definitive agreement under which Valeant will acquire Synergetics USA, Inc. (NASDAQ: SURG) for $6.50 per share in cash. In addition to the upfront cash payment, Synergetics stockholders will receive additional cash payments of up to $1.00 per share if specified sales milestones are achieved following the closing. The transaction is expected to close in the fourth quarter of 2015 and is subject to customary closing conditions and regulatory approvals.

"The addition of Synergetics' portfolio of instruments and devices will further enhance Bausch + Lomb's presence around the world in the rapidly evolving field of vitreoretinal surgery," stated J. Michael Pearson, chairman and chief executive officer of Valeant. "We are committed to delivering a valuable and broad array of surgical devices and instruments to serve the needs of the surgical retina community and their patients."

"We are pleased to reach an agreement with Valeant, which is a logical partner to maximize our Company's growth opportunities and, importantly, this agreement creates immediate and compelling value for our shareholders," said David M. Hable, president and chief executive officer of Synergetics. "The combined strengths of both companies will expand the breadth of our offerings and create a more effective competitor that is better able to meet our customers' needs in the ophthalmology and neurosurgery markets."

Under the terms of the agreement, Valeant will promptly commence a tender offer to acquire all outstanding shares of Synergetics' common stock for $6.50 per share in cash plus one contingent value right entitling the stockholder to receive up to $1.00 per share if specified sales thresholds for Synergetics are achieved following the closing. The details of the contingent cash consideration payments are as follows:

$0.50 per share in cash payable upon sales of the Company's ophthalmology products achieving $55 million on a trailing four calendar quarter basis prior to June 30, 2018; and

$0.50 per share in cash payable upon sales of the Company's ophthalmology products achieving $65 million on a trailing four calendar quarter basis prior to June 30, 2018, with a pro-rata portion payable for net sales above $55 million but less than $65 million.

Following the successful completion of the tender offer, Valeant will acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price and with the obligation to make the same contingent cash consideration payments as are made to stockholders tendering their shares in the tender offer. The tender offer and withdrawal rights are expected to expire at 12:00 midnight, New York City time on the 20th business day after the launch of the tender offer, unless extended in accordance with the merger agreement and the applicable rules and regulations of the U.S. Securities and Exchange Commission.

The consummation of the tender offer is subject to various conditions, including a minimum tender of a majority of outstanding Synergetics' shares on a fully-diluted basis, the expiration or termination of any applicable waiting periods under applicable competition laws, and other customary conditions. The Board of Directors of Synergetics unanimously approved the transaction.

William Blair & Company, L.L.C. acted as the financial advisor to Synergetics, and Armstrong Teasdale LLP acted as legal advisor to Synergetics. Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Valeant.

About Valeant

Valeant Pharmaceuticals International, Inc. (NYSE/TSX:VRX) is a multinational specialty pharmaceutical company that develops, manufactures and markets a broad range of pharmaceutical products primarily in the areas of dermatology, gastrointestinal disorder, eye health, neurology and branded generics. More information about Valeant can be found at www.valeant.com.

About Synergetics USA, Inc.

Synergetics USA, Inc. ("Synergetics" or the "Company") is a leading supplier of precision surgical devices. The Company's primary focus is on the surgical disciplines of ophthalmology and neurosurgery. Synergetics' distribution channels include a combination of direct and independent sales organizations and important strategic alliances with market leaders. The Company's product lines focus upon precision engineered, disposable and reusable devices, procedural kits, and the delivery of various energy modalities for the performance of less invasive surgery including: (i) laser energy, (ii) ultrasonic energy, (iii) radio frequency for electrosurgery and lesion generation and (iv) visible light energy for illumination, and where applicable, simultaneous infusion (irrigation) of fluids into the operative field. The Company's website address is www.synergeticsusa.com.

Forward-looking Statements

This press release may contain forward-looking statements, including, but not limited to, statements regarding the closing of the transaction (including the timing of closing), the aggregate consideration to be paid by Valeant, the anticipated timing of regulatory submissions, the anticipated benefits, growth and success of the combined entities. Forward-looking statements may generally be identified by the use of the words "anticipates," "expects," "intends," "plans," "should," "could," "would," "may," "will," "believes," "estimates," "potential," "target," or "continue" and variations or similar expressions. These statements are based upon the current expectations and beliefs of management of Valeant and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include the risks and uncertainties discussed in Valeant's most recent annual or quarterly report and detailed from time to time in Valeant's other filings with the Securities and Exchange Commission (the "SEC") and the Canadian Securities Administrators, which factors are incorporated herein by reference. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. Valeant undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect actual outcomes.

Additional Information and Where to Find It

The tender offer described in this release has not yet commenced and this release is not a recommendation or an offer to purchase or a solicitation of an offer to sell shares of Synergetics. At the time the tender offer is commenced Blue Subsidiary Corp. and Valeant will file a Tender Offer Statement on Schedule TO, containing an offer to purchase, form of letter of transmittal and related tender offer documents, with the SEC and Synergetics will file a Solicitation/Recommendation Statement on Schedule 14D-9 relating to the tender offer with the SEC. Valeant and Synergetics intend to mail these documents to the stockholders of Synergetics. These documents, as they may be amended from time to time, will contain important information about the tender offer and stockholders of Synergetics are urged to read them carefully when they become available. Stockholders of Synergetics will be able to obtain a free copy of these documents, when they become available, at the website maintained by the SEC at www.sec.gov. In addition, the Tender Offer Statement and other documents that Valeant files with the SEC will be made available to all stockholders of Synergetics free of charge at www.valeant.com. The Solicitation/Recommendation Statement and the other documents filed by Synergetics with the SEC will be made available to all stockholders of Synergetics free of charge at http://synergeticsusa.com and may also be obtained from Synergetics upon written request to the Investor Relations Department, 3845 Corporate Centre Drive, O'Fallon, Missouri 63368, telephone number [phone].

http://www.prnewswire.com/news-releases/valeant-pharmaceuticals-to-acquire-synergetics-usa-300136664.html

[Penny Roger$]

this thing has "Old School" written all over it, thats just from the chart though.

[Penny Roger$]

$SURG ~ Daily Par Sar Buy Signal ~ Criteria alert triggered during a recent trading session!

$SURG has just triggered the "Parabolic SAR Buy Signals" scan criteria at Stockcharts.com
~ http://tinyurl.com/SAR-BUY ~







For a more in Depth study and DD profile, similar to the one contained in this link: ~ http://tinyurl.com/DDexample ~
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[trunkmonk]

this thing has pump and dump written all over it, thats just my opinion. but news does help on the bull side.

[John15]

So much for that ... so why has this thing jumped 15% today, just because of new analyst coverage???

[trunkmonk]

I think its going back to near 3.87

profits down 39%, nothing but manipulation and pump since, and a gap to fill.

[mlkrborn]

SURG $3.87
Synergetics announces FDA clearance of VersaVIT vitrectomy system (SURG) 3.87 +0.07 : Co announces has received 510(k) clearance from the FDA for VersaVIT, a novel vitrectomy system for the retinal surgery market. "We believe that VersaVIT is a 'game changer' given its functionality, portability and competitive pricing relative to traditional vitrectomy systems." The Company is awaiting CE mark approval, which has been submitted and is currently under review.

[mlkrborn]

Synergetics reports EPS in-line, revs in-line (SURG) 5.90 -0.14 : Reports Q2 (Jan) earnings of $0.07 per share, in-line with the Capital IQ Consensus Estimate consensus of $0.07; revenues rose 13.6% year/year to $15.01 mln vs the $15 mln consensus. "We continue to make progress with the implementation of our lean enterprise initiatives and expect continued margin improvement and free cash flow generation. In sum, we are focused on driving growth going forward and expect to deliver continued strong results and we are on track for meeting our stated goals."

[da_cheif]

SURG files suit against Alcon.....probably the reason for the advance in share price... http://www.synergeticsusa.com/index.php?option=com_content&view=article&id=133:synergetics-usa-inc-initiates-antitrust-lawsuit-against-alcon-inc&catid=68:press-releases&Itemid=100046

[da_cheif]

SURG to be added to the russell 3000....etf.s buyers at mondays post.....snort
http://www.russell.com/indexes/tools-resources/reconstitution/reconstitution-changes.asp

[da_cheif]

this unfollowded stock is looking tremendous.......above 6 and 11 shud be reached rather quickly.

[Stormthuman]

Hearing some rumors today about a possible share buyback... we'll see how that pans out, I think it would be a great idea given the depressed share price relative to historical performance.

[Stormthuman]

SURG will use the money to pay off 6 million in debt and the rest to fund growth operations for the business. They also stated that they were under a non-disclosure agreement for part of the settlement and they could not make comment about certain aspects. They did state that there would be additional revenue coming in from the deal with Alcon so it is safe to assume their bottom line will be increasing.

This information is from the confernce call today @ 11 Eastern.

[Stormthuman]

Conference call starting now, I'll post any pertinent updates.

[Stormthuman]

This one is pretty exciting im going to stick around here for awhile!

[Stormthuman]

Enterprise value has increased much more than 23$ million.

Alcon labs (novartis will be acquiring) has agreed to SELL SURG products as a condition of the settlement agreement.

The settlement agreement alone is worth oer $1.50 in CASH. SURG had some liquidity issues before this deal was announced which are instantly solved without dilution or adding debt! This is crucial because now not only is their balance sheet in a position of relative strength in their niche market but they have also increased their bottom line revenues through this sale agreement with a 44 billion dollar enterprise. (Alcon)

Good luck to all, fair valuation should be WELL north of 3$ - 4$.

[Stormthuman]

i waited it out luckily (actually just woke up late) thankfully because now I can get a lower PPS entry.

[gfp927z]

Looks good in premarket.

[Stormthuman]

omg this is huge, im loading up tomorrow morning at 6 am.

[gfp927z]

Wow, nice deal, $32 mil in cash, that's over $1.30/shr worth of cash. The stock is up huge in after hours trading.

[gfp927z]

>>> Synergetics USA Enters into a Settlement and License Agreement with Alcon

Tuesday April 27, 2010, 5:20 pm EDT
O’FALLON, Mo.--(BUSINESS WIRE)--

Synergetics USA, Inc., (NASDAQ: SURG - News) announced today the signing of a pair of agreements with Alcon Laboratories, Inc. granting Alcon a license to sell certain products manufactured by Synergetics for worldwide distribution on a co-exclusive basis throughout the extensive Alcon network and covering the terms of supply of such products to Alcon by Synergetics. The agreements also settle all litigation between Synergetics and Alcon.

As provided by the Settlement & License Agreement and Supply Agreement, Alcon will pay Synergetics approximately $32 million for the right to sell certain Synergetics’ patented products worldwide and to settle all pending litigation between the companies. These Agreements also provide for the resolution of any future disputes through a well-defined mediation process.

“We are pleased to be able to enter into a long term business relationship with Alcon, and settle all litigation between the companies,” commented Robert Dick, Chairman of the Synergetics’ Board. Bob went on to say, “Synergetics welcomes the opportunity to work with Alcon to provide ophthalmic surgeons throughout the world with select instruments to enhance their armamentarium in the treatment of vitreoretinal diseases.”

About Synergetics USA, Inc.

Through continuous improvement and development of our people, our mission is to design, manufacture and market innovative microsurgical instruments, capital equipment, accessories and disposables of the highest quality in order to assist and enable surgeons who perform microsurgery around the world to provide a better quality of life for their patients.

Synergetics USA, Inc. (the “Company”) is a leading supplier of precision microsurgery instrumentation. The Company’s primary focus is on the microsurgical disciplines of ophthalmology and neurosurgery. Our distribution channels include a combination of direct and independent sales organizations and important strategic alliances with market leaders. The Company’s product lines focus upon precision engineered, microsurgical, hand-held instruments and the delivery of various energy modalities for the performance of less invasive microsurgery including: (i) laser energy, (ii) ultrasonic energy, (iii) radio frequency for electrosurgery and oblation and (iv) visible light energy for illumination, and where applicable, simultaneous infusion (irrigation) of fluids into the operative field. The Company’s website address is http://www.synergeticsusa.com. <<<

[EarlyOne]

Synergetics USA Reports Record Quarterly Revenue and Net Income
Tuesday October 14, 4:14 pm ET
Net Income Triples Compared to Last Year as Company Delivers Fourth Straight Quarter of Revenue Growth, and Continued Improvement in Operational Efficiencies


O'FALLON, Mo.--(BUSINESS WIRE)--Synergetics USA, Inc. (NASDAQ: SURG - News), a leading microsurgery company that designs, manufactures, and markets medical devices for use in microsurgery procedures primarily in ophthalmic surgery and neurosurgery, today announced its financial results for the fourth quarter and fiscal year ended July 31, 2008.
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For the fourth quarter, the Company realized revenue of $14.5 million compared to $13.2 million in the corresponding fiscal 2007 period, an increase of approximately 9.5%. Net income for the quarter was $1.2 million, or $0.05 per share, as compared to net income of $379,000, or $0.02 per share, for the comparable 2007 quarter. Gross profit, as compared to the fourth quarter of 2007, increased 9.4% to $8.4 million.

For the fiscal year ended July 31, 2008, the Company’s revenue totaled $50.1 million, compared to $45.9 million in the prior year, an increase of approximately 9.0%. Net income was $2.7 million for the fiscal year end as compared to $845,000 for the fiscal year ended July 31, 2007. Earnings per diluted common share for fiscal year 2008 were $0.11 as compared to $0.03 for fiscal year 2007.

Cash and cash equivalents at July 31, 2008, totaled $500,000, representing a $333,000 increase from the prior year. The Company had a working capital surplus of approximately $12.7 million at the end of fiscal 2008, compared to a surplus of approximately $10.4 million as of July 31, 2007. The Company’s long term liabilities at the 2008 fiscal year end were $10.2 million, an 11.7% reduction compared to approximately $11.5 million at the end of fiscal 2007. Stockholders’ equity as of July 31, 2008 increased to approximately $36.4 million as compared to $33.4 million at the end of fiscal 2007, an increase of 8.7%.

Fourth Quarter 2008 Highlights:


The Company reported an increase in revenue, as compared to the same period last year, reflected primarily in an 11% increase in ophthalmology sales and a 25% increase in neurosurgery sales. Neurosurgery revenue growth was positively impacted by sales of disposable, non-stick forceps.
Gross profit increased approximately 9%, primarily due to price increases and manufacturing cost savings initiatives, which included reductions in manufacturing labor overtime costs and manufacturing supply costs.
During the quarter, the Company reduced its total debt by $5.0 million. This debt reduction was a result of the continued implementation of a new credit policy and cost savings initiatives mentioned above. The Company’s debt level decreased for the second straight quarter from $18.3 million as of January 31, 2008 to $13.3 million as of July 31, 2008.
During the quarter, the Company continued shipping the new multi-output pain control generator model to Stryker Corporation.
Fiscal Year 2008 Highlights:


The 9% revenue increase for the year resulted primarily from sales growth in both ophthalmic and neurosurgery net sales. The 14% sales growth in ophthalmic products included a price increase and increased sales of vitreoretinal instruments and laser probes, two core technologies for Synergetics. When comparing neurosurgery segment sales results, net sales during the fiscal year ended July 31, 2008 were 26% greater than 2007 sales, primarily attributable to the sales of disposables related to electrosurgical generators and the Omni® power ultrasonic aspirator system.
International sales grew 32% in the Company’s core technology areas, including sales of ophthalmic products in direct sales markets, the Omni® ultrasonic aspirator system, the Malis® electrosurgical generator and their related disposables. The Company continued adding distributors to its international neurosurgery sales force. As of July 31, 2008, the Company had 16 international direct sales employees in ophthalmology and 75 non-U.S. distributors in ophthalmology and neurosurgery covering over 70 countries.
Gross profit as a percentage of net sales was 59.8% in fiscal 2008, compared to 58.8% in fiscal 2007. The increase was attributable primarily to an increase in sales of 9.0% (including price increases) compared to a cost of goods sold increase of 6.1%, a change in mix toward higher disposable product sales, as well as continued cost savings initiatives implemented by the Company.
Commenting on the results, Robert Dick, Chairman of the Board of Synergetics USA, Inc., stated, “In the fourth quarter and for the last six months of fiscal 2008, we saw improvements in virtually every facet of our business.” Mr. Dick continued, “Reflecting the increasing demand for minimally invasive surgery products, our new products introduced during the prior 24 month period accounted for approximately 17% of total sales for the Company for fiscal 2008, or approximately $8.6 million. We were also able to achieve significant growth in international sales as our hybrid structure of direct sales and distributor relationships continues to gain traction in what we believe are under-penetrated markets with increasing demand for the quality of products that we offer. In addition, increased disposable product sales had a significant positive impact on our sales this year.”

“In light of recent opportunities with our strategic marketing partners and the skill sets of the Philadelphia based manufacturing and engineering associates necessary to capitalize on these opportunities, the Company has decided to defer the consolidation of the Philadelphia operations into the O’Fallon operations at this time. Notwithstanding the decision to defer the consolidation, we nonetheless have realized a portion of the cost savings anticipated to arise from the consolidation. Coupled with other infrastructure improvements the Company is undertaking and our recent change in management, we took the opportunity to review our operations and implement strategic changes that we expect will better serve the Company in the future. Overall, we were relatively pleased with the results of the quarter and the year,” concluded Mr. Dick.

In Other News:

On October 9, 2008, Alcon Research, Ltd. filed a lawsuit against Synergetics in the Northern District of Texas, Case No. 4-08CV-609-Y, alleging infringement of United States Patent No. 5,603,710, as such patent is amended by the Reexamination Certificate issued July 19, 2005. Alcon Research, Ltd. has requested enhanced damages based on an allegation of willful infringement, and has requested an injunction to stop the alleged acts of infringement. Because the complaint fails to identify a single product as infringing, at this stage the Company is left to guess at the basis for the suit. Aggregate sales revenue of products which may have any similarity with the referenced patent was approximately $400,000 over the last six fiscal years. The Company expects to raise meritorious defenses to the infringement suit.

[EarlyOne]

Saw this stock featured in the "Dick Davis Digest". The article stated SURG has a $1.49 book value, $13 million in debt, and insiders own 20% of the 24 million outstanding shares with 25 institutions owning 12% of the float.

Does anyone here have any comments on this stock?

TIA,
Mike

[d3vnu11]

Will be posting more on this company as the days progress. Enjoy.