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Kimberly-Clark Begins Tender Offer to Acquire I-Flow Corporation
Tuesday, October 20, 2009 10:56 AM


(Source: Canada Newswire)trackingDALLAS, Oct. 20 /CNW/ -- Kimberly-Clark Corporation (NYSE: KMB) today will commence a cash tender offer to purchase all outstanding shares of common stock of I-Flow Corporation (Nasdaq: IFLO). On October 9, 2009, the companies previously announced a definitive agreement whereby Kimberly-Clark would acquire I-Flow in a cash tender offer and subsequent merger for approximately $324 million on a fully diluted basis.

Upon the successful closing of the tender offer, stockholders of I-Flow will receive $12.65 in cash for each share of I-Flow common stock tendered in the offer, without interest and less any required withholding taxes. If more than 50 percent but less than all of the outstanding shares of I-Flow common stock are tendered, and all other closing conditions are satisfied, any remaining shares not tendered will be converted into the right to receive the same consideration in cash in connection with a merger of Kimberly- Clark's merger subsidiary into I-Flow. Following the purchase of shares in the tender offer, I-Flow will operate as part of Kimberly- Clark Health Care, a global business segment of Kimberly-Clark Corporation, with net sales of more than $1 billion.

Today, Kimberly-Clark will file with the Securities and Exchange Commission (SEC) a tender offer statement on Schedule TO that provides the terms of the tender offer, and I-Flow will file a solicitation/recommendation statement on Schedule 14D-9 that includes the recommendation of I-Flow's board of directors that I- Flow stockholders accept the tender offer and tender their shares in the offer. As previously disclosed, I-Flow's board of directors has unanimously approved the transaction. Kimberly-Clark's board of directors has also unanimously approved the transaction.

The tender offer will expire at midnight on November 17, 2009, unless extended in accordance with the merger agreement and the applicable rules and regulations of the SEC. The closing of the tender offer is conditioned upon the tender of a majority of the outstanding shares of I-Flow Corporation's common stock on a fully diluted basis. The closing is also conditioned upon expiration or termination of the applicable waiting period under the Hart-Scott- Rodino Antitrust Improvements Act and other customary closing conditions.

About Kimberly-Clark and Kimberly-Clark Health Care

Kimberly-Clark and its well-known global brands are an indispensable part of life for people in more than 150 countries. To learn more about Kimberly-Clark and its 137-year history of innovation, visit www.kimberly-clark.com.




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