NEW YORK, March 21 SBT Acquisition Inc., a wholly ownedsubsidiary of SBT Holdings Inc., which is wholly owned by Warburg PincusPrivate Equity IX, L.P., has successfully completed the tender offer for allof the outstanding shares of common stock of Lifecore Biomedical, Inc.(Nasdaq: LCBM). The tender offer expired, as scheduled, at 5:00 p.m., NewYork City time, on Thursday, March 20, 2008.
The depositary for the offer has advised that, as of the expiration of theoffer, a total of approximately 12,769,687 shares of Lifecore's common stockwere validly tendered and not withdrawn in the offer (including sharestendered by notices of guaranteed delivery), representing approximately 94.18%of the outstanding shares of common stock of Lifecore. SBT Acquisition Inc.accepted for payment, in accordance with the terms of the offer, all sharesthat were validly tendered and not withdrawn prior to the expiration of theoffer, and payment for such shares will be made promptly in accordance withthe terms of the offer.
Pursuant to the terms of the previously announced Merger Agreement, datedas of January 15, 2008, SBT Holdings Inc. and SBT Acquisition Inc. expect toeffect a merger of SBT Acquisition Inc. with and into Lifecore Biomedical,Inc., with Lifecore Biomedical, Inc. as the surviving corporation. In themerger, SBT Holdings Inc. will acquire all other shares of LifecoreBiomedical, Inc.'s common stock at the same $17.00 per share net to the sellerin cash, without interest and less any required withholding taxes, if any,that will be paid to the holders of shares of common stock that were tenderedin the offer. As a result of the merger, Lifecore Biomedical, Inc. willbecome a wholly owned subsidiary of SBT Holdings Inc. and Lifecore's commonstock will be delisted from and will cease to trade on the NASDAQ StockMarket. SBT Holdings Inc., SBT Acquisition Inc. and Lifecore Biomedical, Inc.intend to complete the merger as soon as practicable following thesatisfaction of the conditions in the Merger Agreement.
About Lifecore Biomedical, Inc.
Lifecore Biomedical, Inc. (Nasdaq: LCBM), in business over 40 years,develops, manufactures and markets biomaterials and medical devices for use invarious surgical markets through two divisions, the Dental Division and theHyaluronan Division. The Dental Division conducts its dental surgery businessthrough direct sales and marketing in the United States, France, Germany,Italy and Sweden and through distributors in 49 other countries. TheHyaluronan Division conducts its business through OEM and contractmanufacturing alliances in the ophthalmic, orthopedic and veterinary surgicalfields. News and general information are available through the Company'swebsite at www.lifecore.com.
About Warburg Pincus
Warburg Pincus has been a leading private equity investor since 1971. Thefirm currently has more than $20 billion of assets under management with morethan $10 billion available for investment. Warburg Pincus invests in a rangeof sectors, including healthcare, financial services, consumer and retail,industrial, business services, energy, real estate, technology, media andtelecommunications. Warburg Pincus has raised 12 private equity investmentfunds which have invested more than $29 billion in approximately 585 companiesin 30 countries. The firm has invested $6.2 billion in healthcare-relatedcompanies around the world, including approximately $2.7 billion in medicaldevices. Notable medical device investments include: American MedicalSystems, Bausch & Lomb, ev3, Kyphon, Tornier, and Wright Medical Group.Warburg Pincus has offices in Beijing, Frankfurt, Hong Kong, London, Mumbai,New York, San Francisco, Shanghai, and Tokyo. For more information pleasevisit www.warburgpincus.com.
SOURCE SBT Acquisition Inc.