DJO Incorporated Announces Tender Offer for Outstanding Senior Subordinated Notes

SAN DIEGO--()--DJO Incorporated (“DJO” or the “Company”), a global provider of medical device solutions for musculoskeletal health, vascular health and pain management, today announced that it’s operating subsidiary, DJO Finance LLC (“DJOFL”), has commenced a cash tender offer for any and all of its outstanding 11¾% Senior Subordinated Notes due 2014 (CUSIP No. 75524TAA3) (“Notes”). The terms and conditions of the tender offer are described in an Offer to Purchase, dated October 1, 2010, and a related Letter of Transmittal, which are being sent to holders of Notes.

CUSIP
Number

 

Title of
Security

 

Aggregate
Principal
Amount
Outstanding

 

Late Tender
Offer Consideration1

 

Early
Tender
Premium1

 

Total Tender
Offer
Consideration1

75524TAA3  

11¾% Senior
Subordinated
Notes due 2014

  $200,000,000   $1,035   $30   $1,065

(1) Per $1,000 principal amount of Notes accepted for purchase.

Holders of Notes must validly tender and not validly withdraw their Notes on or before 5:00 p.m., New York City time, on October 15, 2010, unless extended (such date and time, as the same may be extended, the “Early Tender Date”) in order to be eligible to receive the Total Tender Offer Consideration. Holders of Notes who validly tender their Notes after the Early Tender Date and on or before the Expiration Date (as defined below) will be eligible to receive only the Late Tender Offer Consideration, which is equal to the Total Tender Offer Consideration minus the Early Tender Premium. In addition to the applicable tender offer consideration, holders whose Notes are accepted for purchase in the tender offer will receive accrued and unpaid interest up to, but not including, the applicable settlement date. DJOFL may elect to accept for purchase prior to the expiration of the tender offer all Notes validly tendered on or before the Early Tender Date. It is anticipated that the settlement date for Notes validly tendered on or before the Early Tender Date will be October 18, 2010, if DJOFL elects to accept such Notes for purchase prior to the expiration of the tender offer. It also is anticipated that the settlement date for Notes validly tendered after the Early Tender Date and on or before the Expiration Date (as well as for Notes validly tendered on or before the Early Tender Date if DJOFL does not elect to accept such Notes for purchase prior to the expiration of the tender offer) will be November 1, 2010.

The tender offer will expire at 12:00 midnight, New York City time, on October 29, 2010, unless extended (such date and time, as the same may be extended, the “Expiration Date”). As set forth in the Offer to Purchase, validly tendered Notes may be validly withdrawn at any time on or before 5:00 p.m., New York City time, on October 15, 2010, unless extended. The consummation of the tender offer is not conditioned upon any minimum amount of Notes being tendered but is conditioned upon the satisfaction or waiver of the conditions set forth in the Offer to Purchase.

DJOFL’s obligations to accept any Notes tendered and to pay the applicable consideration for them are set forth solely in the Offer to Purchase and the related Letter of Transmittal. This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes. The tender offer is made only by, and pursuant to the terms of, the Offer to Purchase, and the information in this news release is qualified by reference to the Offer to Purchase and the related Letter of Transmittal. Subject to applicable law, DJOFL may amend, extend or, subject to certain conditions, terminate the tender offer.

Credit Suisse Securities (USA) LLC is the Dealer Manager for the tender offer. Persons with questions regarding the tender offer should contact Credit Suisse Securities (USA) LLC at (212) 538-2147 (collect) or (800) 820-1653 (toll-free) (Attention: Liability Management Group). Requests for copies of the Offer to Purchase, the related Letter of Transmittal and other related materials should be directed to Global Bondholder Services Corporation, the Information Agent and Depositary for the tender offer, at (866) 470-3800.

About DJO Incorporated

DJO is a leading global developer, manufacturer and distributor of high-quality medical devices that provide solutions for musculoskeletal health, vascular health and pain management. The Company's products address the continuum of patient care from injury prevention to rehabilitation after surgery, injury or from degenerative disease. The Company’s products are used by orthopedic specialists, spine surgeons, primary care physicians, pain management specialists, physical therapists, podiatrists, chiropractors, athletic trainers and other healthcare professionals. In addition, many of the Company's medical devices and related accessories are used by athletes and patients for injury prevention and at-home physical therapy treatment. The Company's product lines include rigid and soft orthopedic bracing, hot and cold therapy, bone growth stimulators, vascular systems, electrical stimulators used for pain management and physical therapy products. The Company’s surgical division offers a comprehensive suite of reconstructive joint products for the hip, knee and shoulder. DJO's products are marketed under the brands Aircast®, DonJoy®, ProCare®, CMF™, Empi®, Saunders®, Chattanooga, DJO Surgical, Compex®, Cefar®-Compex® and Ormed®. ReAble Therapeutics, Inc. (“ReAble”) acquired DJO Incorporated (“DJO Opco”) in a transaction completed on November 20, 2007 (the “DJO Merger”). Following completion of the DJO Merger, ReAble changed its name to DJO Incorporated. DJO uses its website as a channel of distribution of material Company information. Financial and other material information regarding the Company is routinely posted and accessible at www.DJOglobal.com.

Safe Harbor Statement

This press release may include information that could constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any such forward-looking statements may involve risk and uncertainties that could cause actual results to differ materially from any future results encompassed within the forward-looking statements. Factors that could cause or contribute to such differences include those matters disclosed in DJOFL’s Securities and Exchange Commission filings. Past results of DJOFL are not necessarily indicative of its future results. DJOFL does not undertake any obligation to update any forward-looking statements.

Contacts

DJO Incorporated
Investor/Media Contact:
Mark Francois, Director of Investor Relations
760-734-4766
mark.francois@DJOglobal.com

Contacts

DJO Incorporated
Investor/Media Contact:
Mark Francois, Director of Investor Relations
760-734-4766
mark.francois@DJOglobal.com