Dallas, Texas, USA, 20 October 2009 - Kimberly-Clark Corporation (NYSE: KMB) today will commence a cash tender offer to purchase all outstanding shares of common stock of I-Flow Corporation (NASDAQ: IFLO). On 09 October 2009, the companies previously announced a definitive agreement whereby Kimberly-Clark would acquire I-Flow in a cash tender offer and subsequent merger for approximately USD 324 million on a fully diluted basis.
Upon the successful closing of the tender offer, stockholders of I-Flow will receive USD 12.65 in cash for each share of I-Flow common stock tendered in the offer, without interest and less any required withholding taxes. If more than 50%, but less than all of the outstanding shares of I Flow common stock are tendered, and all other closing conditions are satisfied, any remaining shares not tendered will be converted into the right to receive the same consideration in cash in connection with a merger of Kimberly-Clark's merger subsidiary into I-Flow. Following the purchase of shares in the tender offer, I-Flow will operate as part of Kimberly-Clark Health Care, a global business segment of Kimberly-Clark Corporation, with net sales of more than USD 1 billion.
Today, Kimberly-Clark also will file with the Securities and Exchange Commission (SEC) a tender offer statement on Schedule TO that provides the terms of the tender offer, and I-Flow will file a solicitation/recommendation statement on Schedule 14D-9 that includes the recommendation of I-Flow's board of directors that I-Flow stockholders accept the tender offer and tender their shares in the offer. As previously disclosed, I-Flow's board of directors has unanimously approved the transaction. Kimberly-Clark's board of directors also has unanimously approved the transaction.
The tender offer will expire at midnight on 17 November 2009, unless extended in accordance with the merger agreement and the applicable rules and regulations of the SEC. The closing of the tender offer is conditioned upon the tender of a majority of the outstanding shares of I-Flow Corporation's common stock on a fully diluted basis. The closing is also conditioned upon expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions.
Kimberly-Clark and its well-known global brands are an indispensable part of life for people in more than 150 countries. To learn more about Kimberly-Clark and its 137-year history of innovation, visit www.kimberly-clark.com.
Around the world, medical professionals turn to Kimberly-Clark for a wide portfolio of solutions that improve the health, hygiene, and well-being of their patients and staff. Kimberly-Clark Health Care is a. $1 billion-plus global business segment of Kimberly-Clark Corporation and it holds the No. 1 or No. 2 positions in several categories including infection control solutions, surgical solutions, pain management, and digestive health. For more information, visit http://www.kchealthcare.com.