Market Overview

Altus Capital Partners Commences Tender Offer for All Outstanding Shares of MGC Diagnostics Corporation

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— Previously-Announced Offer Price of $11.03 Per Share in Cash —

Altus Capital Partners, Inc. ("Altus") today announced that Altus'
affiliate, AC Breathe Merger Sub Inc., has commenced the
previously-announced tender offer for all of the outstanding shares of
common stock of MGC Diagnostics Corporation (NASDAQ:MGCD) ("MGC" or the
"Company") at a price of $11.03 per share, net to the seller in cash
without interest.

On November 27, 2017, MGC announced that the Company and affiliates of
Altus had entered into a definitive merger agreement pursuant to which
the tender offer would be made. MGC's Board of Directors unanimously
approved the merger agreement and the transactions contemplated thereby,
including the tender offer and the merger, and recommends that MGC's
shareholders tender their shares in the tender offer.

AC Breathe Merger Sub Inc. and its parent company, MGC Parent LLC, are
affiliated with Altus. Pursuant to the merger agreement, after
completion of the tender offer and the satisfaction or waiver of certain
conditions, Altus currently anticipates that AC Breathe Merger Sub Inc.
will merge with and into the Company, with MGC continuing as the
surviving corporation (the "Surviving Corporation") without any action
by any other shareholder of the Company pursuant to Chapter 302A.621 of
the Minnesota Business Corporation Act. All outstanding shares of MGC's
common stock (other than shares owned by MGC Parent LLC, AC Breathe
Merger Sub Inc. or the Company, any wholly-owned subsidiary of MGC
Parent LLC, AC Breathe Merger Sub Inc. or the Company, or by any
shareholder of the Company who or which is entitled to and properly
demands and perfects dissenter's rights with respect to such shares
pursuant to, and complies in all respects with, the applicable
provisions of Minnesota law) will be automatically cancelled and
converted in the merger into the right to receive cash equal to the
$11.03 offer price per share, without interest.

MGC Parent LLC and AC Breathe Merger Sub Inc. are filing with the
Securities and Exchange Commission (the "SEC") today, a tender offer
statement on Schedule TO, including an offer to purchase and related
letter of transmittal, setting forth in detail the terms and conditions
of the tender offer.

The completion of the tender offer is conditioned upon, among other
things, satisfaction of a minimum tender condition and other customary
closing conditions. The tender offer and withdrawal rights are scheduled
to expire at 12:00 midnight, New York City time, at the end of December
27, 2017, unless extended or earlier terminated in accordance with the
terms of the merger agreement. Upon the completion of the transaction,
MGC will become a privately held company.

About Altus

Altus is a U.S.-based private equity firm that makes control investments
in middle market manufacturing businesses. Altus' experience in the
middle market manufacturing sector provides its investment team with a
unique understanding of the opportunities and challenges faced by middle
market owners and managers. When making an investment, Altus utilizes a
patient, thoughtful approach that is grounded in sector expertise while
engaging in a collaborative partnership with management teams to help
them achieve the growth they seek. For more information, please visit http://www.altuscapitalpartners.com/.

About MGC

MGC (NASDAQ:MGCD) is a global medical technology company dedicated to
cardiorespiratory health solutions. The Company, through its Medical
Graphics Corporation and Medisoft SA subsidiaries, develops,
manufactures and markets non-invasive diagnostic systems. This portfolio
of products provides solutions for disease detection, integrated care,
and wellness across the spectrum of cardiorespiratory healthcare. The
Company's products are sold internationally through distributors and, in
the United States, France and Belgium, primarily through a direct sales
force targeting heart and lung specialists located in hospitals,
university-based medical centers, medical clinics, physicians' offices,
pharmaceutical companies, medical device manufacturers, and clinical
research organizations (CROs). For more information about MGC
Diagnostics, visit www.mgcdiagnostics.com.

Notice to Investors

This press release is not an offer to purchase or a solicitation of an
offer to sell shares of MGC's common stock.

The solicitation and the offer to purchase shares of MGC's common stock
described in this press release will be made only pursuant to the offer
to purchase and related materials that Altus has filed on Schedule TO
with the SEC. Additionally, MGC and Altus will file other relevant
materials in connection with the proposed acquisition of MGC by Altus
pursuant to the terms of the merger agreement, including a Schedule
14D-9 to be filed by the Company. INVESTORS AND SHAREHOLDERS OF MGC ARE
ADVISED TO READ THE SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE, A
RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE
SCHEDULE 14D-9 (WHEN FILED), AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM
TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN
THEY BECOME AVAILABLE, BEFORE MAKING ANY DECISION WITH RESPECT TO THE
TENDER OFFER, BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO.

Investors and shareholders may obtain free copies of the Schedule TO and
Schedule 14D-9 (when filed), as each may be amended or supplemented from
time to time, and other documents filed by the parties (when available),
at the SEC's web site at www.sec.gov,
and from the information agent named in the tender offer materials.
Investors may also obtain, at no charge, any such documents filed with
or furnished to the SEC by the Company under the investor relations
section of the Company's website at http://mgcdiagnostics.com/investor-relations.

Forward-Looking Statements

This press release contains forward-looking statements with respect to
the tender offer and related transactions, including the benefits
expected from the acquisition and the expected timing of the completion
of the transaction. Forward-looking statements often use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "hope", "aim", "continue", "will", "may", "would", "could" or
"should" or other words of similar meaning or the negative thereof.
These statements involve risks and uncertainties that could cause our
actual results to differ materially from those expressed or implied in
forward-looking statements, including, but not limited to:
(i) uncertainties as to the timing of the proposed transaction; (ii) the
risk that the proposed transaction may not be completed in a timely
manner or at all; (iii) uncertainties as to the percentage of MGC's
shareholders that will support the proposed transaction and tender their
shares in the offer; (iv) the possibility that competing offers or
acquisition proposals for MGC will be made; (v) the possibility that any
or all of the various conditions to the consummation of the proposed
transaction may not be satisfied or waived, including the failure to
receive any required regulatory approvals from any applicable
governmental entities (or any conditions, limitations or restrictions
placed on such approvals); (vi) the occurrence of any event, change or
other circumstance that could give rise to the termination of the merger
agreement, including in circumstances which would require MGC to pay a
termination fee or other expenses; (vii) risks regarding the failure to
obtain the necessary financing to complete the proposed transaction;
(viii) risks related to the debt financing arrangements entered into in
connection with the proposed transaction; (ix) the effect of the
announcement or pendency of the proposed transaction on MGC's ability to
retain and hire key personnel, its ability to maintain relationships
with its customers, resellers, channel partners, suppliers and others
with whom it does business, or its operating results and business
generally; (x) risks related to diverting management's attention from
MGC's ongoing business operations; (xi) the risk that unexpected costs
will be incurred in connection with the proposed transaction;
(xii) changes in economic conditions, political conditions, trade
protection measures, licensing requirements and tax matters; (xiii) the
risk that shareholder litigation in connection with the proposed
transaction may result in significant costs of defense, indemnification
and liability and (xiv) other factors as set forth from time to time in
MGC's and MGC Parent LLC's filings with the Securities and Exchange
Commission, which are available on our investor relations Web site (http://mgcdiagnostics.com/investor-relations)
and on the SEC's Web site (www.sec.gov).
All information provided in this communication is as of the date hereof,
and shareholders of MGC are cautioned not to place undue reliance on our
forward-looking statements, which speak only as of the date such
statements are made. Neither MGC Parent LLC nor MGC undertakes any
obligation to publicly update any forward-looking statements to reflect
events, circumstances or new information after this communication, or to
reflect the occurrence of unanticipated events, except as required by
applicable law.

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