LifeSciences BC > News > Member Announcements > 2015 > SORIN GROUP SIGNS MERGER AGREEMENT WITH CYBERONICS

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Member Announcements

SORIN GROUP SIGNS MERGER AGREEMENT WITH CYBERONICS

March 24, 2015 – Sorin Group

Milan, Italy – March 24, 2015 – Sorin S.p.A. (“Sorin”), (MTA; Reuters Code: SORN.MI), a global medical
device company and a leader in the treatment of cardiovascular diseases, is pleased to announce that Sorin
and Cyberonics Inc. (NASDAQ: CYBX), in furtherance of the merger plan unanimously approved by their
boards of directors, as disclosed in the joint statement of 26 February 2015, have signed today the relevant
definitive merger agreement. The transaction remains subject to certain conditions including, without
limitation: approval by both Sorin and Cyberonics’ shareholders, the receipt of required antitrust and
regulatory clearances, and other customary closing conditions.

The combination of Sorin and Cyberonics will create a new premier global medical technology company.
This merger is expected to drive significant value for shareholders by leveraging combined strengths,
capturing new opportunities and creating new solutions to benefit patients and healthcare professionals alike
and is particularly exciting for employees, who will be able to share technical expertise and innovate faster.
Sorin will provide further updates as the process progresses and relevant documents are available at
www.sorin.com.

About Sorin Group
Sorin Group (www.sorin.com) is a global, medical device company and a leader in the treatment of cardiovascular
diseases. The Company develops, manufactures, and markets medical technologies for cardiac surgery and for the
treatment of cardiac rhythm disorders. With approximately 3,900 employees worldwide, the Company focuses on two
major therapeutic areas: Cardiac Surgery (cardiopulmonary products for open heart surgery and heart valve repair or
replacement products) and Cardiac Rhythm Management (pacemakers, defibrillators and non invasive monitoring to
diagnose and deliver anti-arrhythmia therapies as well as cardiac resynchronization devices for heart failure treatment).
Every year, over one million patients are treated with Sorin Group devices in more than 100 countries.

Important Information for Investors and Shareholders

This press release is for informational purposes only and is not intended to and does not constitute an offer to sell or the
solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation
of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance
or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and
applicable European regulations. Subject to certain exceptions to be approved by the relevant regulators or certain facts
to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including
without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a
national securities exchange, of any such jurisdiction. This press release does not represent an investment solicitation in
Italy, pursuant to Section 1, letter (t) of Legislative Decree no. 58 of February 24, 1998, as amended.
Sand Holdco Limited (“NewCo”) will file with the Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-4, which will include a proxy statement of Cyberonics, Inc. (“Cyberonics”) that also constitutes a
prospectus of NewCo (the “proxy statement/prospectus”). INVESTORS AND SHAREHOLDERS ARE URGED TO READ
THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH
THE SEC, CAREFULLY AND IN THEIR ENTIRETY, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT SORIN, CYBERONICS, NEWCO, THE PROPOSED TRANSACTIONS
AND RELATED MATTERS.

Investors and shareholders will be able to obtain free copies of the proxy statement/prospectus and other documents
filed with the SEC by the parties through the website maintained by the SEC at www.sec.gov. In addition, investors and
2 shareholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC
on Cyberonics’s website at www.cyberonics.com within the “Investor Relations” section or by contacting Cyberonics’s
Investor Relations (for documents filed with the SEC by Cyberonics) or on Sorin’s website at www.sorin.com (for
documents filed with the SEC by NewCo).

The release, publication or distribution of this press release in certain jurisdictions may be restricted by law, and therefore
persons in such jurisdictions into which this press release is released, published or distributed should inform themselves
about and observe such restrictions.

Italian CONSOB Regulation No. 11971 of May 14, 1999
Prior to the meeting of Sorin shareholders, Sorin will voluntarily make available an information document pursuant to
Article 70, paragraph 6, of the CONSOB Regulation on Issuers (CONSOB Regulation no. 11971 of May 14, 1999, as
amended), in accordance with applicable terms.

Italian CONSOB Regulation No. 17221 of March 10, 2010

Pursuant to Article 6 of the CONSOB Regulation no. 17221 of March 12, 2010 (as amended, the “CONSOB Regulation”),
NewCo is a related party of Sorin, being a wholly owned subsidiary of Sorin. The merger agreement providing for the
terms and conditions of the transaction, which exceeds the thresholds for “significant transactions” pursuant to the
Regulation, was approved unanimously by the board of directors of Sorin. The transaction agreement and the merger of
Sorin into NewCo are subject to the exemption set forth in Article 14 of the CONSOB Regulation and Article 13.1.(v) of
the “Procedura per operazioni con parti correlate” (“Procedures for transactions with related parties”) adopted by Sorin
on October 26, 2010 and published on its website (www.sorin.com). Pursuant to this exemption, Sorin will not publish an
information document (documento informativo) for related party transactions as provided by Article 5 of the CONSOB
Regulation.

Participants in the Distribution
Sorin, Cyberonics and NewCo and their respective directors and executive officers may be deemed to be participants in
the solicitation of proxies from the shareholders of Cyberonics with respect to the proposed transactions contemplated by
the proxy statement/prospectus. Information regarding the persons who are, under the rules of the SEC, participants in
the solicitation of proxies from the shareholders of Cyberonics in connection with the proposed transactions, including a
description of their direct or indirect interests, on account of security holdings or otherwise, will be set forth in the proxy
statement/prospectus when it is filed with the SEC. Information regarding Cyberonics’s directors and executive officers is
contained in Cyberonics’s Annual Report on Form 10-K for the year ended on April 25, 2014 and its Proxy Statement on
Schedule 14A, dated July 30, 2014, which are filed with the SEC and can be obtained free of charge from the sources
indicated above.

Cautionary Statement Regarding Forward Looking Statements

This press release contains forward-looking statements (including within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 (the “PSLRA”)) concerning
Cyberonics, Sorin, NewCo, the proposed transactions and other matters. These statements may discuss goals,
intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise.
They are based on current beliefs of the management of Cyberonics and Sorin as well as assumptions made by, and
information currently available to, such management, and therefore, you are cautioned not to place undue reliance on
them. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the
parties’ control. No forward-looking statement can be guaranteed, and actual results may differ materially from those
projected. None of Cyberonics, Sorin or NewCo undertake any obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or otherwise, except to the extent required by law.
Forward-looking statements are not historical facts, but rather are based on current expectations, estimates,
assumptions and projections about the business and future financial results of the medical device industry, and other
legal, regulatory and economic developments. We use words such as “anticipates,” “believes,” “plans,” “expects,”
“projects,” “future,” “intends,” “may,” “will,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “guidance,”
and similar expressions to identify these forward-looking statements that are intended to be covered by the safe harbor
provisions of the PSLRA. Factors that could cause actual results to differ materially from those in the forward-looking
statements include the failure to obtain applicable regulatory or shareholder approvals in a timely manner or otherwise,
or the requirement to accept conditions that could reduce the anticipated benefits of the proposed transactions as a
condition to obtaining regulatory approvals; the failure to satisfy other closing conditions to the proposed transactions; the
length of time necessary to consummate the proposed transactions, which may be longer than anticipated for various
reasons; risks that the new businesses will not be integrated successfully or that the combined companies will not realize
estimated cost savings, value of certain tax assets, synergies and growth, or that such benefits may take longer to
realize than expected; the inability of Cyberonics and Sorin to meet expectations regarding the timing, completion and
accounting and tax treatments with respect to the proposed transactions; risks relating to unanticipated costs of
integration, including operating costs, customer loss or business disruption being greater than expected; reductions in
customer spending, a slowdown in customer payments and changes in customer demand for products and services;
unanticipated changes relating to competitive factors in the industries in which the companies operate; the ability to hire
and retain key personnel; the potential impact of announcement or consummation of the proposed transactions on
relationships with third parties, including customers, employees and competitors; the ability to attract new customers and
retain existing customers in the manner anticipated; reliance on and integration of information technology systems;changes
in legislation or governmental regulations affecting the companies; international, national or local economic,
social or political conditions that could adversely affect the companies or their customers; conditions in the credit
markets; risks to the industries in which Cyberonics and Sorin operate that are described in the “Risk Factors” section of
the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the
SEC by Cyberonics and NewCo and the analogous section from Sorin’s annual reports and other documents filed from
time to time with the Italian financial market regulator (CONSOB); risks associated with assumptions the parties make in
connection with the parties’ critical accounting estimates and legal proceedings; the parties’ international operations,
which are subject to the risks of currency fluctuations and foreign exchange controls; and the potential of international
unrest, economic downturn or effects of currencies, tax assessments, tax adjustments, anticipated tax rates, raw material
costs or availability, benefit or retirement plan costs, or other regulatory compliance costs. The foregoing list of factors is
not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the
parties’ businesses, including those described in Cyberonics’s Annual Report on Form 10-K, Quarterly Reports on Form
10-Q, Current Reports on Form 8-K and other documents filed from time to time with the SEC and those described in
Sorin’s annual reports, registration documents and other documents filed from time to time with CONSOB. Nothing in this
press release is intended, or is to be construed, as a profit forecast or to be interpreted to mean that earnings per Sorin
share or Cyberonics share for the current or any future financial years or those of the combined group, will necessarily
match or exceed the historical published earnings per Sorin share or Cyberonics share, as applicable. Neither
Cyberonics nor Sorin gives any assurance (1) that either Cyberonics, Sorin or NewCo will achieve its expectations, or (2)
concerning any result or the timing thereof, in each case, with respect to any regulatory action, administrative
proceedings, government investigations, litigation, warning letters, consent decree, cost reductions, business strategies,
earnings or revenue trends or future financial results.

Contacts:
Investors
Demetrio Mauro,   CFO
Sorin Group
Tel: +39 02 69969 512
e-mail: investor.relations@sorin.com

Media
Gabriele Mazzoletti
Director, Corporate Communications
Sorin Group
Tel: +39 02 69 96 97 85
Mobile: +39 348 979 22 01
e-mail: corporate.communications@sorin.com

Francesca Rambaudi
Director, Investor Relations
Sorin Group
Tel: +39 02 69969716
e-mail: investor.relations@sorin.com