Amsterdam, the Netherlands and San Diego, CA, US – Royal Philips (NYSE: PHG; AEX: PHIA) and Volcano Corporation (NASDAQ:VOLC) today announced that Philips’ indirect wholly owned subsidiary Clearwater Merger Sub, Inc. is extending the expiration date for its previously announced tender offer until 9:00 a.m., Eastern Time, on February 17, 2015, for all outstanding shares of common stock of Volcano for USD 18.00 per Volcano share, without interest, less any applicable withholding of taxes.
On December 30, 2014, Clearwater Merger Sub commenced the tender offer for the Volcano shares in accordance with the Agreement and Plan of Merger, dated as of December 16, 2014, by and among Volcano, Philips Holding USA Inc. and Clearwater Merger Sub, Inc. (“Purchaser”). The offer is being extended because, as of 12:00 midnight, Eastern Time, on February 5, 2015, the condition (the “Taiwan Regulatory Condition”) to the tender offer regarding the clearance by the Taiwan Fair Trade Commission (“TFTC”) pursuant to Article 11 of the Fair Trade Act of Taiwan had not been satisfied. The formal notification under such act was submitted on December 29, 2014 and a supplemental filing was submitted on January 15, 2015.
Philips currently expects the Taiwan Regulatory Condition to be satisfied on or prior to midnight, local Taiwan time, on February 14, 2015 (one minute after 11:59 p.m., local Taiwan time, on February 13, 2015). All other applicable regulatory clearances have already been satisfied.
As of 12:00 midnight, Eastern Time, on February 5, 2015, Purchaser had received a preliminary number of tenders representing approximately 49,535,143 of the outstanding Volcano shares (including 2,725,277 Volcano shares tendered pursuant to guaranteed delivery procedures), which represented approximately 95.7 percent of the outstanding Volcano shares.