Eckert & Ziegler Strahlen- und Medizintechnik AG

M&A Activity • Apr 6, 2011

News Details

Corporate | 6 April 2011 18:26

Eckert & Ziegler withdraws offer to acquire Theragenics

Eckert & Ziegler Strahlen- und Medizintechnik AG / Key word(s): Offer

06.04.2011 / 18:26

Berlin, Germany, April 6, 2011. The Executive Committee of Eckert & Ziegler
Strahlen- und Medizintechnik AG (Reuters: EUZ.DE) today determined not to
increase, or to continue to pursue, its offer to acquire Theragenics
Corporation (NYSE: TGX) due to continued resistance from the Theragenics
board of directors against any kind of negotiated transaction, and for lack
of evidence that the additional effort of a hostile take-over would be
justified by the risk-adjusted business value of the target. Eckert &
Ziegler therefore withdraws its offer to acquire Theragenics.

On 17 March 2011, Eckert & Ziegler announced that it had submitted a
non-binding proposal to the Board of Directors of Theragenics Corporation
to acquire, either directly or through Eckert & Ziegler affiliate IBt
Bebig, all the outstanding shares of Theragenics for $2.20 per share, in
cash. The offer represented a total equity value of approximately $74
million and a premium of 38.4% over Theragenics' closing stock price on 16
March 2011. The offer also represented a premium of 15.8% over the 52 week
high trading price of Theragenics stock.

Regrettably, Eckert & Ziegler received a letter from Theragenics, dated 25
March 2011, in which the Board of Directors of Theragenics reiterated that
it had determined that it was not advisable for Theragenics to pursue a
sale of the Company 'at this time'. Eckert & Ziegler's proposal, the letter
claimed, 'grossly' undervalued the business and prospects of Theragenics.
The letter then also discouraged 'further discussion', despite the fact
that the $2.20 per share price offered had not been reached during the past
two and a half years, and that significant value developments have not been
reported since.

Under American law, and particular in the case of Theragenics, the Board of
Directors occupies a very strong position vis-à-vis a potential acquirer. A
hostile take-over bid is therefore much more costly and time consuming than
a consensual transaction, and fighting an unreceptive board is only
justified if the acquirer sees a substantially increased business value
beyond the friendly terms offered. Lacking evidence of the latter, Eckert &
Ziegler decided against increasing the offer or continuing its effort to
acquire Theragenics at this time. However, Eckert & Ziegler continues to
strongly believe that the proposed acquisition would provide superior value
to Theragenics' shareholders than the current strategy and would offer
better products, better services and innovation to customers.

'We continue to believe that our all cash offer of $2.20 per share provides
fair value to the shareholders of Theragenics. We are very disappointed
that the Theragenics Board of Directors refuses to engage in a productive
discussion between us, which could have put Eckert & Ziegler in a position
to increase the offer. But this refusal to engage in any negotiated process
whatsoever currently obliges us to withdraw our offer', said Dr. Andreas
Eckert, CEO of Eckert & Ziegler and Chairman of the Board of IBt Bebig.

'We believe the Board and management of Theragenics continues to act in
their own interests, rather than the best interests of all of the
shareholders of Theragenics. We continue to believe a transaction between
Eckert & Ziegler and Theragenics would be mutually beneficial to
Theragenics' shareholders, employees and customers, and we reserve the
right to in the future to make a new proposal to acquire Theragenics. We
believe the combined companies would provide a real opportunity to further
promote Permanent Brachytherapy, a minimally invasive one day procedure, as
an effective and economical treatment option', said Dr. Edgar Löffler
Managing Director of IBt Bebig.

End of Corporate News

---

06.04.2011 Dissemination of a Corporate News, transmitted by DGAP - a
company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

---

Language: English
Company: Eckert & Ziegler Strahlen- und Medizintechnik AG
Robert-Rössle-Str.10
13125 Berlin
Deutschland
Phone: 49 30 941084-138
Fax: 49 30 941084-112
E-mail: karolin.riehle@ezag.de
Internet: www.ezag.de
ISIN: DE0005659700
WKN: 565970
Listed: Regulierter Markt in Frankfurt (Prime Standard), Stuttgart;
Freiverkehr in Berlin, Düsseldorf, Hamburg, München

End of News DGAP News-Service

118755 06.04.2011