Medtronic to acquire Osteotech for $6.50 per share

Medtronic Inc., (NYSE: MDT) and Osteotech, Inc., (NASDAQ: OSTE) today announced that the companies have signed a definitive agreement under which Medtronic will acquire Osteotech for $6.50 per share in cash for each share of Osteotech common stock. The total value of the transaction is expected to be approximately $123 million.

“With a unanimous vote, the board of directors of Osteotech approved this transaction because the board believes it offers significant value to our stockholders”

Osteotech is a leader in the growing field of biologic products for regenerative healing, and has pioneered several innovative technology platforms including Grafton® demineralized bone matrix, a family of products which has a large and growing body of evidence supporting its best-in-class bone generating capabilities. Osteotech's differentiated portfolio of biologics also includes MagniFuse™ Bone Grafts and Plexur® Biocomposites, which are utilized in a broad range of musculoskeletal surgical procedures. In addition, Osteotech is in the midst of seeking U.S. Food & Drug Administration clearance for the first product based upon its first-in-class HCT™ (Human Collagen Technology) platform, an engineered human collagen biomaterial.

The acquisition of Osteotech will complement the Medtronic Biologics business' bone healing portfolio and expand its current presence in spine, orthopedic trauma, and dental into several additional new treatment areas including joint reconstruction, foot and ankle, and sports medicine. In addition, the combined technical and product capabilities will create opportunities to develop breakthrough next-generation products.

"This acquisition represents a key step in Medtronic's strategy to build a broader business in regenerative biologics," said Chris O'Connell, Medtronic executive vice president and Restorative Therapies Group president. "Osteotech's products and capabilities will better position Medtronic in today's competitive musculoskeletal biologics market, and also position the company more broadly for the opportunity we see in the future."

Tom McGuinness, general manager of Medtronic's Biologics business said, "We see substantial opportunities during the next five to 10 years to help more patients with biologics and regenerative therapies. The combination of our two organizations will only accelerate our innovation and progress against our goals in helping to alleviate pain, restore health, and extend life for our patients."

"Our mission is to develop leading-edge regenerative biologics that will positively impact the lives of patients, enhance physicians' capabilities to deliver superior surgical outcomes and enhance the gift of life to promote healing," said Sam Owusu-Akyaw, president and chief executive officer of Osteotech. "Through the efforts of all our stakeholders, we have created a pipeline of biologics platforms unprecedented in the emerging biologics industry. We believe Medtronic's global scale and scope across geographies and functions and its commitment to innovation make them an ideal partner to carry forward our mission."

"With a unanimous vote, the board of directors of Osteotech approved this transaction because the board believes it offers significant value to our stockholders," said Kenneth P. Fallon, III, chairman of the board of directors of Osteotech. "We believe this is the best path forward for the Osteotech organization and products, and we look forward to finalizing this transaction smoothly and quickly."

The transaction is subject to customary closing conditions, including approval by Osteotech's stockholders and U.S. and foreign regulatory clearances.