Encore Medical Corporation announced that it had completed its going private transaction through a merger with a company newly formed and controlled by Blackstone Capital Partners V L.P. ("Blackstone"). The transaction was approved at a special meeting of Encore's stockholders on November 2, 2006. Under the terms of the merger agreement, Encore's stockholders will receive $6.55 in cash for each share of Encore common stock they hold. Kenneth W. Davidson, President and Chief Executive Officer, commented, "We are pleased with the successful outcome of this transaction and look forward to partnering with Blackstone. This transaction provides Encore with a strong financial partner with knowledge of the healthcare industry to assist in our future growth." Chinh E. Chu, who will serve as Chairman of the Board of Directors, stated, "We look forward to working in partnership with the management team of Encore to accelerate the growth of the company. We are very attracted to the industry fundamentals and leadership position of the company." The transaction was financed through a combination of equity contributed by Blackstone, cash on hand at Encore, senior secured credit facilities, and newly offered 11 3/4% senior subordinated notes due 2014. The total value of the transaction is approximately $887 million. In connection with the closing of the merger, Encore also announced that it has accepted for purchase all of the $165 million principal amount 9.75% Senior Subordinated Notes due 2012 (the "Notes") (CUSIP No. 29256GABO), of Encore Medical IHC, Inc. (the "Issuer"), all of which Notes were validly tendered on or prior to 5:00 p.m., New York City time, on October 26, 2006 (the "Consent Expiration Date") pursuant to its previously announced debt tender offer and consent solicitation. The settlement of the purchase of notes validly tendered and not withdrawn on or prior to the Consent Expiration Date occurred concurrently with the closing of the merger. Encore's common shares will cease trading on the NASDAQ Global Market at market close today, and will be delisted immediately thereafter. Encore has appointed Wells Fargo Bank, N.A. as the agent for payment of the merger consideration upon consummation of the transaction. Encore anticipates that the exchange agent will contact stockholders soon with instructions on how to obtain payment for their shares.
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