Filed by Cantel Medical Corp.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Minntech Corporation
Commission File Number: 000-11278
THE FOLLOWING TEXT IS A TRANSCRIPT OF A CONFERENCE CALL HELD BY CANTEL MEDICAL
CORP. ON MAY 31, 2001.
CANTEL MEDICAL CORPORATION
MODERATOR: CHARLES DIKER
MAY 31, 2001
1:30 P.M. CT
OPERATOR: Good day, everyone, and welcome to the Cantel Medical Corporation
conference call. Today's call is being recorded. For opening remarks and
introductions, I would like to turn the call over to the Chairman of Cantel
Medical Corporation, Mr. Charles Diker. Please go ahead, sir.
CHARLES DIKER: Thank you.
Good afternoon and thank you for joining us to discuss the
acquisition by Cantel of the Minntech Corporation as announced in the press
release earlier today. Jim Reilly, President of Cantel, will not be
participating on the conference call today. Jim has had a long-standing
commitment to be in Europe this week, which could not be changed.
Joining us on this call this afternoon are Roy Malkin, President of
our MediVators subsidiary; William Vella, President of Carsen Group; and Craig
Sheldon, Vice President and Controller of Cantel. Also on line is Gail
Weinstein, a partner in the law firm of Fried Frank, and she will be here to
answer any questions having any legal connotations.
Before getting started, I'd like to point out to everybody the Safe
Harbor Statement contained in the earlier press release. In addition, this
conference call may contain forward-looking statements.
All forward-looking statements involve risks and uncertainties,
including, without limitations, the risks detailed in the company's filings and
reports with the Securities and Exchange Commission. Such statements are only
predictions, and actual events or results may
differ materially from those projected.
As you all must know, Cantel has signed an agreement approved
unanimously by the boards of both companies to acquire the Minntech Corporation
for $10.50 per Minntech share, which, based on the number of shares to be
acquired, would represent a transaction value of approximately $70 million. The
purchase price will be a combination of $6.25 in cash and a fraction of a share
of common stock of Cantel, having a value of $4.25, which will be determined
based on the average closing price of Cantel's stock during a defined period
ending shortly before the merger.
We expect to close the transaction during the third calendar
quarter of this year. The combined companies currently have no debt and
approximately $19 million in cash. In order to finance the above $6.25 of cash
per share, we have a firm commitment letter from Fleet Bank to supplement our
own cash.
Let me begin by giving you a brief summary of Cantel. Cantel
Medical Corp. is a healthcare company concentrating primarily in infection
prevention and control products, device reprocessing, and diagnostic and
therapeutic medical equipment.
Through its United States subsidiary, MediVators, Cantel serves
customers worldwide by designing, developing, manufacturing, marketing, and
distributing innovative products to the infection prevention and control
industry. The primary MediVator products are a comprehensive line of endoscope
reprocessing equipment sold worldwide.
As of three months ago, we introduced our first disinfectant
chemical, Rapicide, to be used in MediVators and competitive equipment, which
gives us another recurring sales annuity.
Through its Canadian subsidiary, Carsen Group, Incorporated, Cantel
markets and distributes medical equipment including flexible and rigid
endoscopes, precision instruments including microscopes and high performance
image analysis hardware and software, and industrial equipment including remote
visual inspection devices. Cantel's subsidiaries also provide technical
maintenance services for their own products as well as for certain competitive
products.
I'm now going to call on Craig Sheldon, our Chief Financial
Officer, to give you some historical numbers on Cantel.
Craig?
CRAIG SHELDON: Thank you, Chuck. Let me just give a brief overview of the
operations of Cantel over the last number of years.
Consolidated sales for Cantel have increased steadily since 1996,
which was the year that Cantel acquired the MediVators operation. The compounded
annual growth rate of the company's sales since 1996 and up through July of 2001
will be approximately 15 percent.
In fiscal 2001, for the nine months ended April 30, 2001,
consolidated sales of the company were $34.1 million, which is an increase of
approximately 18 percent over the nine months of the prior year. In particular,
the MediVators operation has demonstrated significant growth, with annual
compounded growth rates of approximately 22 percent over the five-year period
from 1996 through 2000. Gross profits for the company has steadily increased
since 1996 and are now approximately 41 percent of sales.
In looking at earnings, our earnings before interest, taxes,
depreciation, and amortization, or EBITDA, for the fiscal year ended July of
2000 was $5.6 million, or 13.7 percent of sales. EBITDA had a compounded annual
growth rate for that same five-year period from 1996 through 2000 of
approximately 27-and-a-half percent.
Earnings per share for fiscal year ended July of 2000 was 63 cents.
This compares with 17 cents in diluted earnings per share in fiscal 1996. So
over that time period, we've had an annual compounded growth rate of earnings
per share of 39 percent.
During the initial nine months of fiscal 2001 ended April 30, 2001,
earnings per share was 58 cents, which is a 54-percent increase from the prior
year's nine-month period. On an income from continuing operations basis, the
year-to-year increase was actually 65 percent.
This percentage increase in income from continuing operations
actually exceeded the increase in earnings per share that I mentioned a moment
ago. The reason for this is because Cantel's weighted average shares have
increased during the current year period due to the fact that the company's
stock price has increased, and this has caused the growth rate in earnings per
share to be slightly lower than income from continuing operations.
In terms of the balance sheet, Cantel has -- overall has a very
strong balance sheet. We are completely out of debt and have stockholders equity
of approximately $20.1 million and a book value per share of 4.5, which is
calculated on approximately four-and-a-half million outstanding shares.
So that's a brief recap of the Cantel operations. I will now turn
it back to Chuck Diker.
Chuck?
CHARLES DIKER: Thank you, Craig. Now let us discuss Minntech.
Minntech is a leading developer, manufacturer, and marketer of
disinfection reprocessing systems for renal dialysis as well as filtration and
separation and other products for medical and non-medical applications. This
acquisition is part of our strategic plan to further solidify our position as a
leader in infection control and medical device reprocessing.
We see many benefits to the merger with Minntech, but among the
more significant would be the following. Number one, the merger would create a
combined company with
approximately $125 million in revenues as we stand today.
Number two, the addition of Minntech would be immediately accretive
to our earnings on a fully diluted share basis.
Number three, the merger would launch Cantel to another level in
leveraging its consistent track record of leadership, expertise, and
operating performance in the growing areas of infection control and medical
device reprocessing.
Number four, the Minntech Corporation has a robust technology
platform that has been supported by over $3 million per annum in R&D spending.
Some of the assets that we are acquiring are 150 patented medical technologies,
including 87 patent applications that are pending. We don't believe this
technology platform has ever been fully exploited, and we believe it will enable
Cantel to address a broader range of infection control needs as well as to
develop a host of new products for other medical and industrial filtration
users.
Number five, we, therefore, see the potential to open up many new
growth markets for us and Minntech, while at the same time leveraging Cantel's
strong management, R&D, and manufacturing capabilities.
Number six, in addition, we are expanding our healthcare
expertise on our own board of directors with the addition of Dr. Fred
Shapiro, a nationally recognized nephrologist who not only was a co-founder
of Minntech, but who also was instrumental in the development of many of the
core technologies that Minntech utilizes today.
Number seven, at the present time, the combined companies have a
strong European customer base of operations, including Minntech's manufacturing
and sales support center in the Netherlands, and we are also developing an
equally strong foothold in Asia. These areas are not only ripe for expansion for
Cantel, but also for Minntech, particularly in Asia, as the level of
reprocessing of medical devices is significantly less there than currently
experienced in the United States.
Number eight, we see a lot of cost synergies and benefits to the
merger, which we believe will make both operations more efficient and
productive. As two quick examples, MediVators sells a significant amount of
consumables, including filters, in the course of a year. MediVators has always
outsourced these products, since the level of sales, while significant and
growing, did not warrant establishing in-house manufacturing.
With the acquisition of Minntech, we can now manufacture some of
our needs internally. Likewise, Minntech has the technology to manufacture a
broad range of chemicals, which, as many of you know, we see representing a more
significant and profitable segment of Cantel's business in the future.
Both our MediVators division and Minntech are located in the
Minneapolis area, and we see significant benefits deriving from the close
working operations of the two entities.
Number nine, as many of you may know, we have a significant
domestic NOL, which will allow us to shelter a significant portion of Minntech's
earnings for the next few years.
I would now like to introduce Roy Malkin, President of our
MediVators division, who will expand on many of the benefits outlined above.
Roy?
ROY MALKIN: Thanks, Chuck, and good afternoon, folks. The acquisition of
Minntech represents some distinct opportunities for Cantel in major areas that
Chuck has alluded to.
First, as Chuck said, it allows us to further augment Cantel's
strong device reprocessing presence within the hospital endoscopy department by
moving outside our current hospital base and acquiring a market leadership role
in the reprocessing of multiple-use dialyzers that are typically used during
renal dialysis procedures. In addition to this expanded market coverage, by
combining the efforts of Minntech's very strong electromechanical product
development capability with its major expertise in the device reprocessing area
with MediVators product development team, time to market for our new products
will be significantly reduced. This will accelerate our growth in current served
markets and facilitate the expansion of our device reprocessing activities into
other markets and other applications.
The second major area of promise is in the chemistry manufacturing.
As Chuck stated, earlier this year, Cantel made a very successful entrance into
the liquid chemical germicide market.
Cantel's future product offerings in this area and corresponding
increases in market penetration will be greatly enhanced through Minntech's
chemistry development and manufacturing capabilities. We plan to incorporate
Minntech's current capabilities with those of our strategic chemistry partners
that are located in Australia and Europe and in the United States to provide
what I believe will be the most comprehensive array of single and multiple-use
disinfectants, sterilents, and cleaners.
Lastly, and perhaps the most exciting area for Cantel, growth
will rest in Minntech's filtration and separation business area. This area
encompasses exceptional manufacturing expertise, a lot of proprietary
technologies, unsurpassed clinical applications capabilities. From emerging
therapeutic blood applications that may some day treat AIDS or cancer
patients, to unique water filtration devices, Minntech is truly on the
forefront of the technological development.
In addition, we believe that the merger will immediately provide us
with the appropriate resources, as Chuck mentioned, to dramatically improve our
filtration systems, make them more affordable, and give us a total filtration
package that will be unequalled as we offer that package with each automated
reprocessor we sell.
Going forward, we plan to structure the operation around three
major business segments, the largest being Minntech's renal care group, which
will continue to focus on the dialysis market and expand the products and
services provided to our strong customer base. Near term, the objective for this
group will be to become even more highly integrated and become a value added
partner with our customers. This will bring product and services closer to the
customer in order to reduce his overall operating costs while still maintaining
a strong presence in the dialysis market.
Our second business focus will incorporate the core of MediVators
current endoscope reprocessing businesses with Minntech's research, development,
and chemistry manufacturing capability. We plan to continue our very successful
distribution partnership with Olympus America here in the United States, and
we'll expand our world markets in the Pacific Rim and Latin America.
Minntech's Netherlands operation will be expanded to provide sales
and service support for MediVators large installed European customer base. The
third area and, as I indicated before, what I believe is one of the most
exciting areas for future expansion, will be the filtration and separation
group.
We believe that with strong marketing and sales focus, coupled with
Minntech's existing proprietary technology bases, we will be able to shortly
become the premiere supplier of highly differentiated niche products for the
filtration and separation business, both in healthcare and in non-healthcare
areas.
That just about wraps it up, so I'd like to turn the call back over
to Chuck for some additional comments.
CHARLES DIKER: Thank you, Roy. I would like now to introduce Craig again to give
you some (salient) facts about the financial numbers of the combined entity.
CRAIG SHELDON: Thank you, Chuck. I'm going to provide just a limited amount of
information at this point about the combined results of the two companies.
As Chuck has previously indicated, annual sales of the combined
companies will be approximately $125 million, and the acquisition will be
immediately accretive to Cantel's earnings per share.
On a sales per share basis, the combined companies will generate
approximately $20 in sales per share. This compares to Cantel's existing
operations, which generate approximately $11 in sales per share. This is an
increase of approximately 80 percent in sales per share.
On a book value per share basis, the combined companies will have a
book value per share of approximately eight. This compares with Cantel's current
book value per share of 4.5. Again, this is an increase of almost 80 percent.
That's the extent of the combined information. I'll now turn the
call once again back over to Chuck.
CHARLES DIKER: Thank you, Craig. We expect a joint proxy registration statement
to be filed very soon in regard to this transaction, and we urge everybody that
has an interest in Cantel or Minntech to secure a copy of the proxy prospectus
and to read the documents carefully.
Now, this concludes our prepared remarks. Although from a legal
standpoint we are not in a position to greatly expand on what has already been
discussed in the press release or in this presentation, we will entertain a few
limited questions about -- a few limited questions anybody might have about the
overall transaction.
At a future date when the proxy is filed and any other information
is made public, we can expand the scope of our conversation. So, if I can now
open up to questions, we'd be happy to take a few questions.
OPERATOR: Thank you, sir. The question-and-answer session will be conducted
electronically. To ask a question, press the star key followed by the digit one
on your telephone. Again, that's star, one to ask a question, and we'll take our
first question from Kevin Kotler with ABN AMRO.
KEVIN KOTLER: Good afternoon, gentlemen.
ROY MALKIN: Good afternoon, Kevin.
CHARLES DIKER: Good afternoon.
KEVIN KOTLER: Just -- perhaps you can't elaborate on this, but I wanted to ask
what -- is there a dollar amount of synergies that you're expecting to take out
of the business, and, specifically, can you just give it by either the SG&A and
R&D lines?
CHARLES DIKER: I don't think we can comment on that at this point except to say
there will be synergies, and I don't think we're allowed legally to talk about
what they are and how much they are and where they are, Kevin. It's -- these are
the rules, and we have to live by them.
KEVIN KOTLER: Sure, sure. And when you say the -- I guess ((inaudible)) said
that this deal would be accretive from day one. Is that assuming any synergies,
I guess, or does it assume no synergies?
CHARLES DIKER: Very minor.
KEVIN KOTLER: OK. That was my question. Thanks.
CHARLES DIKER: Right.
OPERATOR: And next, we have Martin Roth with Ferrett Capital Management.
MARTIN ROTH: Hello, gentlemen.
CHARLES DIKER: Hello.
MARTIN ROTH: I'm here because we're Minntech shareholders, and I want to
congratulate you on pulling off a tremendous coup here. I can't understand,
frankly, why Minntech, with $15 million in cash and a book value of
two-and-a-half times yours, would be willing to sell at such a cheap price.
Why are they selling at such a low price?
CHARLES DIKER: As you probably are aware, I am the Chairman of Cantel, and I
don't think I'm in a position to speak for Minntech. This is a decision that
they have made. It's been voted by their board, and we've had discussions for
several months.
So I think it'd be up to the board of Minntech to answer that
question. I can't comment on why they sold at this price, and it's not
appropriate to do it.
MARTIN ROTH: Let me ask you this. Have you performed a thorough due diligence at
this point? And, also, what members of their management team besides Dr. Shapiro
will be coming over?
CHARLES DIKER: We have conducted an intensive due diligence of their -- we have
been at this thing for several months. And to answer your second question, Dr.
Shapiro will be the only director of Minntech coming on the board of the
combined companies.
MARTIN ROTH: OK, thank you.
CHARLES DIKER: And, also, two fairness opinions were issued on this operation,
one from Minntech and one from us.
OPERATOR: Moving on, we have Stephen Simpson with US Bancorp Piper Jaffray.
STEPHEN SIMPSON: Hi, guys. We are analysts on Minntech, and, first of all, I
want to congratulate you on the deal.
CHARLES DIKER: Thank you.
ROY MALKIN: Thank you.
STEPHEN SIMPSON: My question -- and I don't know how much of a position you are
in to discuss this yet. What do you think you'll be doing with Minntech's
dialysis centers? Do you think you'll be expanding, contracting, or just kind of
sticking with where it's at already?
CHARLES DIKER: Roy, why don't you take that?
ROY MALKIN: Well, I think if you refer back to some of Jim Danehy's, the
president of Minntech, comments, the -- we have three centers, and we believe
that the future approach over the next six months will be to continue to
evaluate these centers, bring on additional patients into the centers, and
determine whether or not this is an appropriate strategy moving forward. We'll
be heavily
involved in this -- in this process, and I would believe that within the next
six months, we'll have a very definitive handle on our approach and future
initiation of additional centers.
STEPHEN SIMPSON: OK. Thank you very much.
OPERATOR: Next, with Heartland Advisors, we have Eric Miller.
ERIC MILLER: Yes, hello, gentlemen.
CHARLES DIKER: Good morning.
ERIC MILLER: Is there a break-up fee associated with this deal, and is Minntech
the -- the shares that have been voted -- that are going to be voted for -- is
that in a formal lock-up agreement, or if another deal comes along at a better
price, can they vote for that?
CHARLES DIKER: Gail, would you like to ...
GAIL WEINSTEIN: Yes, I can respond to that. There is no lock-up on the votes of
the shareholders of Minntech with respect to their shareholder vote. There is a
termination fee that's payable under certain circumstances, and that will all be
described in detail in the proxy statement.
ERIC MILLER: OK, thank you.
OPERATOR: Next, we have Leigh Curry with Gorilla Capital.
LEIGH CURRY: Good afternoon, Charles.
CHARLES DIKER: Good afternoon.
LEIGH CURRY: I just wanted to ask you a quick couple of questions about
Minntech, if you can answer them. First of all, in their dialyzer reprocessing
- -- I guess their Renatron reprocessing stuff -- does that work in the new series
of dialyzers that are going to be used at home, as well -- in addition to the
ones that are used in the centers?
And, secondly, could you talk just a minute or two about what
exactly the Minntech strategic partnerships are and how that will continue going
forward?
CHARLES DIKER: Roy ___
ROY MALKIN: I think I can address that. Certainly, as new equipment emerges to
take some of the load off of typical dialysis centers and move those into a home
forefront, Minntech will be intimately involved in that process, and we already
are from a number of strategic partnerships that I can't specifically delineate
here.
LEIGH CURRY: Right.
ROY MALKIN: So I think that as any market shift occurs, we should be on the
forefront of that effort. Secondly, you indicated that -- or you asked about
Minntech's strategy going forward in this ...
LEIGH CURRY: No, in -- the strategy in the strategic -- the strategic
partnerships part that Minntech has.
ROY MALKIN: Well, basically, what we are -- we're doing is we will be expanding
the strategic partnership role. As you know, we have partnerships in the
oxygenator area, the hemo-concentrators, hemo-filter area, and we will be
expanding those as we -- as we see opportunities all around the world. We will
be rolling in some of our strategic alliances with Minntech's to even strengthen
the chemistry manufacturing capabilities around the world.
LEIGH CURRY: Thank you very much.
Charles, can you all comment at the current time as to what was the
source or the nature of the initial contact or idea between the two companies?
CHARLES DIKER: It was an idea that was generated by some friends of the company,
and ...
LEIGH CURRY: A friend of Cantel.
CHARLES DIKER: Yes, and not a professional friend, just a ...
LEIGH CURRY: Right.
CHARLES DIKER: ... a friend-friend, and ...
LEIGH CURRY: Right.
CHARLES DIKER: ... we looked at the idea, and we thought it made a lot of sense.
And we went out and we had discussions, and it came about.
LEIGH CURRY: Thank you very much, Charles.
CHARLES DIKER: Thank you.
OPERATOR: And next, we have Robert Salisbury from Fundamental Management
Corporation.
ROBERT SALISBURY: Good afternoon and thank you. I have a few financial
questions. I understand that you may not be able to answer some of them because
you haven't filed a proxy yet.
CHARLES DIKER: Right.
ROBERT SALISBURY: I assume that this will be a purchase transaction and you'll
generate good will. Is that correct?
CHARLES DIKER: That is correct.
ROBERT SALISBURY: And when you say that the transaction will be accretive to
EPS, that's after good will charges?
CHARLES DIKER: That is correct.
ROBERT SALISBURY: And is that on a pretax basis or only after tax with the use
of the NOLs?
CHARLES DIKER: Craig, do you want to answer that?
CRAIG SHELDON: On both.
ROBERT SALISBURY: On both pretax and after tax. And do you expect to be taking
any special charges such as a write-off of in-process R&D or something like
that?
CHARLES DIKER: Craig?
CRAIG SHELDON: I think that's a question that we're not really prepared to
answer at this time. I think between now and the closing -- as you know, in a
purchase transaction, we will have to go through a full valuation study of all
the -- all the intangible assets and other assets of Minntech, and all that
information will be laid out in the proxy statement.
ROBERT SALISBURY: OK. And the last question -- you indicated that prior to the
transaction, both companies are without any debt. Can you quantify how much debt
you expect to have after the deal is done, or is that again something from the
proxy?
CRAIG SHELDON: I think, there again, that's information that will have to wait
for the proxy. It obviously depends a bit on what happens between now and the
closing and how much cash is available on the respective companies balance
sheets at that time.
ROBERT SALISBURY: OK. Thank you very much.
OPERATOR: And next, we have Dana Chandler with Cathay Financial.
DANA CHANDLER: Yes. Good afternoon and congratulations.
CHARLES DIKER: Thank you.
ROY MALKIN: Thank you.
DANA CHANDLER: Most of my questions have been answered. The only thing that's
left is the pricing period. Is that something you'd want to disclose?
CHARLES DIKER: Could you repeat that again? I couldn't hear you.
DANA CHANDLER: The pricing period in relation to the stock exchange ratio and
how it's going to be determined prior to the close?
GAIL WEINSTEIN: Yes, I can respond to that. This is Gail Weinstein.
DANA CHANDLER: OK.
GAIL WEINSTEIN: The pricing period with respect to the exchange ratio is the
seven trading day period that ends five business days prior to the shareholders
meeting, and the shareholders meeting is expected to precede immediately the
closing.
DANA CHANDLER: OK. Thank you very much. That's it.
GAIL WEINSTEIN: Thank you.
OPERATOR: And at this time, there are no further questions. I'd like to remind
everyone, to ask a question, press star, one. And we do have a question from
Brian Long with Chesapeake Partners.
BRIAN LONG: Hi. I was wondering if you could tell us what the average period was
to determine the consideration we'll receive.
GAIL WEINSTEIN: Yes. This is Gail Weinstein. It is the seven trading day period
that ends five business days prior to the shareholders meeting with respect to
the deal, and the closing of the deal is expected to occur immediately after the
shareholders meeting.
BRIAN LONG: Great, thank you.
GAIL WEINSTEIN: Thank you.
OPERATOR: As a final reminder, to ask a question, press star, one. And next, we
have a private investor, Robert Linton.
ROBERT LINTON: Chuck, have you any idea where this puts you post-merger in terms
of the narrow industry that you're in of medical equipment and supplies?
CHARLES DIKER: I'm not sure I understand ...
ROBERT LINTON: In the Jack Welch terms of always wanting to be number one or
two, do you know ...
ROY MALKIN: Can I answer that, Chuck?
CHARLES DIKER: Yeah, go ahead, Roy.
ROY MALKIN: Yeah, this is a really exciting area for us. We will be number one
in the United States market for the reprocessing of multiple-use dialyzers.
We'll be number two in the United States for the reprocessing of endoscopes.
Around the world, from an endoscope reprocessing standpoint, we are
either the number one or number two imported product in each country, and we
will be rapidly expanding Minntech's role in dialyzer reprocessing around the
world.
ROBERT LINTON: Thank you.
OPERATOR: Next we have Moon Chowdhury with UCSG.
MOON CHOWDHURY: Hi. I have a quick question. When do you expect to publish the
full offer document? Is that going to come with the proxy?
GAIL WEINSTEIN: This is Gail Weinstein. There is no separate offer document.
This is going to be a one-step merger transaction. So the proxy will be filed
shortly, and there will be no separate offer document.
MOON CHOWDHURY: Thank you.
OPERATOR: And, Mr. Diker, there are no further questions at this time.
CHARLES DIKER: Well, thank you very much for your participation, and we look
forward to having further conversations and further relations with our
shareholders and, hopefully, our new shareholders once this merger is
consummated.
Thank you very much for your time and effort. Bye.
OPERATOR: That concludes today's teleconference. Thank you for joining us.
END
IMPORTANT INFORMATION: It is anticipated that in connection with the proposed
transaction, Cantel will file a registration statement with the Securities and
Exchange Commission that will include a joint-proxy statement/prospectus
directed to the stockholders of both Cantel and Minntech. Materials filed with
the SEC will be available electronically, without charge, at the Internet site
maintained by the SEC. The address of that site is www.sec.gov.
Cantel and Minntech, and their respective directors and executive officers, may
be deemed to be participants in the solicitation of proxies from the
stockholders of Cantel and Minntech in connection with the merger. Information
about the directors and executive officers of Cantel and their ownership of
Cantel stock is set forth in Cantel's Annual Report on Form 10-K for the fiscal
year ended July 31, 2000. Information about the directors and executive officers
of Minntech and their ownership of Minntech stock is set forth in the proxy
statement for Minntech's 2000 annual meeting of stockholders. Investors may
obtain additional information regarding the interests of such participants by
reading the definitive joint proxy statement/prospectus when it becomes
available.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
All statements in this transcript that do not directly and exclusively relate to
historical facts constitute "forward-looking" statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These forward-looking
statements include (but are not limited to) statements as to the expected
benefits of the merger and to the financial condition of the combined company
and other statements that may be identified by the use of the words
"anticipate," "believe," "estimate," "expect," "intend," and similar
expressions. These forward-looking statements represent Cantel's current
intentions, plans, expectations, and beliefs, and are subject to risks,
uncertainties, and other factors, many of which are beyond the control of
Cantel, that may cause actual results to differ materially. Among these risk
factors is the risk that the transaction may not be consummated due to the
failure to obtain necessary stockholder approvals, other conditions to closing
of the transaction not being satisfied, or the committed financing for the
merger, which is subject to certain conditions, not being funded. Second, if the
transaction is consummated, factors that could cause actual results, performance
or achievements of Cantel, Minntech or the combined company to differ materially
from such forward-looking statements include, but are not restricted to, risks
associated with the financing being obtained to complete the merger; the
possibility that the combined company will be unable to realize the anticipated
benefits and synergies of the merger; difficulties associated with successfully
integrating Cantel's and Minntech's businesses and technologies and the costs
associated with this integration; the possible failure of the combined company
to retain and hire key executives, technical personnel and other employees;
difficulties associated with the combined company managing its growth and the
difficulty of successfully managing a larger organization; the possible failure
of the combined company to successfully manage its changing relationships with
customers, suppliers, distributors, and strategic partners; the combined
company's ability to compete in highly competitive markets characterized by
changing technology; and the combined company's ability to maintain customer
acceptance of its products by meeting shifting consumer demands and changing
requirements. Other factors that could affect Cantel or the combined company's
actual results include risks identified in Cantel's and Minntech's respective
annual or periodic reports filed with the SEC. All of the risk factors included
in these filed documents are included herein by reference. The forward-looking
statements included in this document are made only as of the date of this
document. Cantel disclaims any intention or obligation to update or revise any
forward-looking statement, whether as a result of new information, future events
or otherwise.