Endologix (ELGX), TriVascular (TRIV) Enter Merger Agreement

Endologix (NASDAQ: ELGX) and TriVascular Technologies, Inc. (Nasdaq: TRIV) announced today that they have entered into a definitive merger agreement under which Endologix and TriVascular will combine in a stock and cash transaction. The transaction is valued at $9.10 per TriVascular share, or a total of approximately $211 million, based on Endologix's closing stock price of $13.81 per share on October 23, 2015.

John McDermott, Chairman and Chief Executive Officer of Endologix, said, "This merger enhances the near and long-term growth potential of our business by bringing together two of the most innovative companies in the field of endovascular abdominal aortic aneurysm ("AAA") treatment. We believe the combined company will be uniquely positioned to provide physicians with three complementary products to treat a wide range of patient anatomies. These devices, the AFX®, Ovation® and Nellix® systems, each offer unique clinical advantages and together will offer physicians the ability to choose the best solution for each patient – all provided by one company. In addition to the existing products, the combined company will have a deep pipeline of new devices including AFX2 and the Ovation iX™ system that are both planned for market introduction by the first quarter of 2016. These new products are expected to be followed by additional new technologies including the launch of Nellix in the U.S., which is expected to receive PMA approval by the end of 2016."

Mr. McDermott added, "In addition to the strong product portfolio, the merger brings together two experienced endovascular AAA sales and clinical teams in the U.S. and Europe. The combined organizations will provide broader coverage, increased clinical support and convenience for physicians and hospitals who want to access multiple technologies through a single company and representative."

Christopher G. Chavez, President and Chief Executive Officer of TriVascular, said, "Endologix and TriVascular are two entrepreneurial companies that share a strong strategic focus on providing physicians with innovative and less invasive technologies to make endovascular aortic repair safer and available to more patients, including the significant number of patients with challenging aortoiliac anatomy. We believe physician and patient access to the Ovation platform will be significantly enhanced from a combined larger, stronger and more experienced field sales and service organization. We look forward to combining our significant and complementary expertise and capabilities for the benefit of our customers, patients, employees and stockholders."

Terms of the Transaction

Under the terms of the agreement, which has been unanimously approved by the boards of directors of both Endologix and TriVascular, Endologix will acquire TriVascular through the merger of a wholly-owned subsidiary of Endologix with and into TriVascular. TriVascular will survive the merger as a wholly-owned subsidiary of Endologix. As consideration for the merger, each outstanding TriVascular share will be entitled to receive a number of shares of Endologix common stock and an amount of cash, each to be determined at the closing of the merger. The stock portion of the consideration will equal in the aggregate 19.999% of Endologix's outstanding shares of common stock as of the effective time of the merger, and is expected to be tax-free to TriVascular stockholders. The cash portion of the consideration will be determined at closing based on the intrinsic value of TriVascular options, restricted stock units, and warrants and, if applicable, the conversion of TriVascular convertible debt prior to such time. Upon completion of the merger, Endologix stockholders will own approximately 84% of the shares of the combined company on a fully diluted basis and TriVascular stockholders will own approximately 16%. The transaction is expected to close in January of 2016, subject to customary closing conditions, including the approval of TriVascular's stockholders and completion of all necessary regulatory reviews.

Following the closing of the transaction, the combined company will conduct business as Endologix, Inc. with its U.S. headquarters in Irvine, California, where Endologix's current headquarters are located. Endologix will be led by John McDermott, who will become Chairman and Chief Executive Officer of the combined company. Endologix's board of directors will be comprised of Endologix's existing board along with one representative from TriVascular's existing board who is anticipated to be Mr. Chavez.

In connection with the merger, certain executive officers and the directors of TriVascular, including investment entities affiliated with the directors of TriVascular, have entered into voting agreements with Endologix covering approximately 32.5% of TriVascular's outstanding shares.

Piper Jaffray is acting as the financial advisor to Endologix, and Stradling Yocca Carlson & Rauth is serving as legal counsel. J.P. Morgan Securities is acting as the financial advisor to TriVascular, and Arnold & Porter LLP is serving as legal counsel.

Presentation Slides, Conference Call and Webcast

Endologix management, joined by Mr. Chavez, will host a conference call today, October 26, 2015, beginning at 5:00 p.m. ET (2:00 p.m. PT) to discuss the transaction, followed by a question and answer session. The conference call will be available to interested parties through a live audio webcast at investor.endologix.com, where it will be archived and accessible for approximately 12 months. The webcast will include presentation slides to accompany management's prepared remarks. The live dial-in number for the call is 877-407-0789 (U.S.) or 201-689-8562 (International), which should be used by those interested in participating in the question and answer session. A telephonic replay of the call will be available from October 26, 2015 to November 2, 2015. The replay dial in numbers are 877-870-5176 (U.S.) or 858-384-5517 (International). The replay pin number is 13622012.

You May Also Be Interested In

• Diana Shipping withdraws bid to acquire Genco Shipping
• Paramount Skydance clears global regulators for WBD deal, faces state AG suit
• AI/ML Innovations plans $2M private placement on the CSE