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Sorin And Cyberonics Announce Designees To Board Of Directors Of Combined Company

June 12, 2015
Life sciences
/PRNewswire/ – Sorin S.p.A.,, a global medical device company and a leader in the treatment of cardiovascular diseases, and Cyberonics, Inc., a medical device company with core expertise in neuromodulation, today announced their respective designees to the Board of Directors of the combined company effective at the close of their proposed merger.
 
As previously announced, under the terms of the merger agreement entered into by Cyberonics and Sorin, the Board of Directors of the combined company will be comprised of nine members, four of whom are to be designated by Sorin and four of whom are to be designated by Cyberonics. Dan Moore, Cyberonics’ current Chief Executive Officer, will be the non-executive Chairman of the Board of Directors of the combined company. André-Michel Ballester, Sorin’s Chief Executive Officer, will serve as the combined company’s Chief Executive Officer and a member of its Board of Directors.
 
In addition to Messrs. Moore and Ballester, the Board of Directors will be comprised of the following individuals, who the companies believe have the expertise, breadth of experience and perspective to guide the combined company:
 
  • Rosario Bifulco, Sorin’s current Chairman.
  • Hugh Morrison, Cyberonics’ current Chairman.
  • Alfred J. Novak, a member of Cyberonics’ Audit and Nominating & Governance Committees.
  • Arthur L. Rosenthal, chairman of Cyberonics’ Compensation Committee and a member of its Audit Committee.
  • Massimo Tononi, a member of Sorin’s current Board of Directors.
  • Francesco Bianchi, a former member of Sorin’s Board of Directors.
 
Sorin and Cyberonics have initiated a search for the ninth director of the combined company, to be jointly designated by them.
 
Until the closing of the transaction, the respective companies will continue to operate under their current leadership structures and as two separate companies.  As previously announced, the transaction is expected to be completed by the end of the third calendar quarter of 2015 and is subject to approval by Cyberonics’ stockholders, the receipt of required regulatory clearances, and other customary closing conditions.  The cross-border merger of Sorin with and into Sand Holdco PLC (“HoldCo”), the new company that was formed to acquire both Cyberonics and Sorin as part of the proposed merger, was approved by Sorin’s shareholders at its extraordinary shareholders’ meeting held on May 26, 2015.
 
Source: Cyberonics

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