Filed by
CryoLife, Inc.
Pursuant
to Rule 425
under the
Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12
under the
Securities Exchange Act of 1934
Subject
Company: Medafor, Inc.
Commission
File No. 021-39452
The language below is contained on the
home page
of the "Medafor offer"
portion of CryoLife's website at
http://www.cryolife.com/medaforoffer/
and was updated on February 8,
2010.
CryoLife’s
goal is to maximize the potential of Medafor’s assets, particularly HemoStase®
and the product’s underlying technology, in order to deliver greater value for
Medafor and CryoLife shareholders.
In
pursuit of this goal, CryoLife has acquired approximately 11 percent of Medafor
common stock, based on the most recent information available, from Medafor
shareholders, including its founders, and is seeking to acquire full control of
the company.
CryoLife
has presented a compelling proposal to Medafor’s board of directors to purchase
the remaining outstanding stock of Medafor for $2.00 per share in cash and
CryoLife stock, and has requested that Medafor’s board enter into discussions
with CryoLife about this proposal.
CryoLife
has made numerous past attempts to engage with Medafor’s management and board
about a potential value-creating acquisition of the company by CryoLife. To
date, Medafor has summarily rejected all of these overtures and refused to
negotiate with us. By providing our fellow Medafor shareholders with complete
and timely information about our latest proposal, CryoLife hopes to encourage
Medafor’s management and board to join CryoLife in negotiations.
To ensure
proper consideration of its proposal, CryoLife has created this Web site and is
encouraging Medafor shareholders to contact the Medafor board of directors to
express their opinions regarding this proposal.
CryoLife
encourages Medafor shareholders to review the materials on this Web site
thoroughly and plans to post updated information as it becomes
available.
For
answers to frequently asked questions, please go here (link to FAQ
section ). If your question is not addressed, please email
medaforinfo@cryolife.com or contact Nina
Devlin at 212-704-8145.
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ADDITIONAL
IMPORTANT INFORMATION
This
document is provided for informational purposes only and is not an offer
to purchase nor a solicitation of an offer to sell shares of Medafor or
CryoLife. Subject to future developments, CryoLife may file a registration
statement and/or tender offer documents and/or proxy statement with the
SEC in connection with the proposed combination. Shareholders should read
those filings, and any other filings made by CryoLife with the SEC in
connection with the combination, as they will contain important
information. Those documents, if and when filed, as well as CryoLife’s
other public filings with the SEC, may be obtained without charge at the
SEC’s website at www.sec.gov and at CryoLife’s website at
www.cryolife.com.
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