Martes 12 de Diciembre 2017

Span-America Medical Systems, Inc. Agrees to Be Acquired by Savaria Corporation

Guía de Regalos

All-Cash Tender Offer of $29 Per Share

GREENVILLE, S.C.–(BUSINESS WIRE)–Span-America Medical Systems, Inc. (“Span-America”) (NASDAQ:SPAN)
announced today that it has reached an agreement to be acquired by
Savaria Corporation, an Alberta, Canada corporation (“Savaria”)
(TSX:SIS). Savaria intends to acquire Span-America by way of an all-cash
tender offer for $29 per share, or approximately $80.2 million. The
transaction is expected to close in the second calendar quarter of 2017.

Tom Henrion, Chairman of Span-America’s board of directors, said, “The
Board of Directors of Span-America unanimously approved the proposed
acquisition of Span-America by Savaria. The proposed all-cash tender
offer of $29 per share represents an immediate and substantial cash
value as well as a significant premium over our stock price, and we
believe it fully values the company for our shareholders. Savaria’s
offer reflects the value that our management and employee team has
created for our shareholders. All of Span-America’s board members and
senior managers have agreed to tender their shares in the tender offer.”

Founded in 1979, Savaria provides accessibility solutions for the
elderly and physically challenged to increase their mobility and
independence. Savaria designs, manufactures, distributes and installs
accessibility equipment, such as stair lifts for straight and curved
stairs, vertical and inclined wheelchair lifts, elevators for home and
commercial use, as well as patient lifts. In addition, it converts and
adapts vehicles to be wheelchair accessible. It also operates a network
of franchisees and corporate stores through which new and recycled
accessibility equipment is sold and, in certain locations, vehicle
conversions are performed. Savaria records close to 60% of its revenue
outside Canada, primarily in the United States. It operates a sales
network of some 400 retailers and affiliates in North America and
employs some 500 people. Its principal places of business are located in
Laval, Quebec, Brampton, Ontario, and Huizhou, China.

Structure and Terms

Under the terms of the transaction, Span-America shareholders will
receive $29 in cash per share. This represents a premium of 33% to
Span-America’s closing share price on NASDAQ on April 28, 2017, the last
full trading day prior to the announcement date of the Transaction, and
a premium of 33% to Span-America’s 20-day volume weighted average
closing price, calculated as at April 28, 2017. Savaria has indicated
that it will finance the transaction with cash on hand, a financing
commitment from National Bank of Canada and a Canadian equity private
placement of subscription receipts.

The transaction is subject to customary closing conditions, including
receipt of two-thirds of Span-America’s shares on a fully diluted basis
in a tender offer to Span-America’ shareholders. All of the members of
Span-America’s board of directors and its senior officers have entered
into tender support agreements with Savaria committing, subject to
certain conditions and exceptions, to tender (without a right of
withdrawal) all of their Span-America shares, constituting in aggregate
approximately 15.9% of its outstanding shares. Following the successful
completion of the tender offer, Savaria will acquire all remaining
shares not tendered in the tender offer through a second-step merger at
the same price per share as that payable under the offer. The
transaction is expected to close in the second calendar quarter of 2017.

About Span-America Medical Systems, Inc.

Span-America manufactures and markets a comprehensive selection of
pressure management products for the medical market, including
Geo-Matt®, PressureGuard®, Geo-Mattress®, Custom Care®, Span+Aids®,
Isch-Dish®, Risk Manager® and Selan® products. Through our
wholly-owned subsidiary Span Medical Products Canada Inc., we
manufacture and market the Encore®, Advantage and Rexx beds as well as
related in-room furnishing products for the long-term care market. We
also supply custom foam and packaging products to the consumer
and industrial markets. Span-America’s stock is traded on The
NASDAQ Global Market under the symbol “SPAN.” For more information,
please visit www.spanamerica.com.

Advisors

Robert W. Baird & Co. served as Span-America’s financial advisors and
Wyche, P.A. served as Span-America’s legal counsel for the transaction.

Investor Conference Call

Span-America will host an investor conference call and webcast at 8:00
a.m. Eastern Time on Tuesday, May 2, 2017. For investors or analysts who
want to participate during the call, a live broadcast of the conference
call will be available online at www.spanamerica.com
under Investor Relations on the About Us tab. The online replay will
follow immediately and continue for 30 days.

Important additional information will be filed with the U.S.
Securities and Exchange Commission

This announcement is not a recommendation, an offer to purchase, or a
solicitation of an offer to sell shares of Span-America stock. Savaria
has not yet commenced the tender offer for shares of Span-America stock
described in this announcement. Upon commencement of the tender offer,
Savaria will file with the U.S. Securities and Exchange Commission (SEC)
a tender offer statement on schedule TO and related exhibits, including
an offer to purchase, letter of transmittal, and other related
documents. Following commencement of the tender offer, Span-America will
file with the SEC a solicitation/recommendation statement on Schedule
14D-9. These documents will contain important information about Savaria,
Span-America, the transaction, and related matters. Investors and
security holders are urged to read each of these documents carefully
when they are available. Investors and security holders will be able to
obtain free copies of the tender offer statement, the tender offer
solicitation/recommendation statement and other documents filed with the
SEC by Savaria and Span-America through the web site maintained by the
SEC at www.sec.gov.
In addition, investors and security holders will be able to obtain these
documents by contacting the information agent named in the tender offer
materials.

Forward-Looking Statements

This press release contains “forward-looking statements” within the
meaning of the federal securities laws. Statements regarding future
events and developments and Span-America’s future performance, as well
as management’s current expectations, beliefs, plans, estimates or
projections relating to the future, are forward-looking statements
within the meaning of these laws. Forward-looking statements are
statements that do not relate strictly to historical or current facts.
These statements may include words such as “guidance,” “anticipate,”
“estimate,” “expect,” “forecast,” “project,” “plan,” “intend,”
“believe,” “confident,” “may,” “should,” “can have,” “likely,” “future”
and other words and terms of similar meaning in connection with any
discussion of the timing or nature of future operating or financial
performance or other events.

Examples of such statements in this press release include without
limitation statements regarding the planned completion of the tender
offer and the merger described above. These forward-looking statements
are subject to a number of risks and uncertainties. Among the important
factors that could cause actual results to differ materially from those
indicated by such forward-looking statements are: (a) uncertainties as
to the percentage of Span-America’s stockholders tendering their shares
in the tender offer, (b) the possibility that competing offers will be
made, (c) the possibility that various closing conditions for the tender
offer or the merger may not be satisfied or waived, including that a
governmental entity may prohibit or delay the consummation of the
merger, (d) the effects of disruption caused by the transaction making
it more difficult to maintain relationships with employees, vendors and
other business partners, (e) the risk that stockholder or other
litigation in connection with the tender offer or the merger may result
in significant costs of defense, indemnification and liability, (f) the
inability to achieve anticipated sales growth in the medical and custom
products segments, (g) the possibility of a loss of a key customer or
distributor for our products, (h) risks related to international
operations and foreign currency exchange associated with Span-America’s
Canadian subsidiary, (i) the possibility of having material
uncollectible receivables from one or more key customers or
distributors, (j) the potential for volatile pricing conditions in the
market for polyurethane foam, (k) raw material cost increases, (l) the
possibility that some or all of our medical products could be determined
to be subject to the 2.3% medical device excise tax imposed by the
Affordable Care Act, (m) the potential for lost sales due to competition
from low-cost foreign imports, (n) changes in relationships with large
customers or key suppliers, (o) uncertainty about whether or not we will
be awarded or continue to be awarded one-time seasonal promotions with
major retailers, which can have a large impact on annual revenues and
earnings, (p) the impact of competitive products and pricing,
(q) government reimbursement changes in the medical market, (r) FDA and
Health Canada regulation of medical device manufacturing, and (s) other
risk factors detailed in Span-America’s Annual Report on Form 10-K for
the fiscal year ended October 1, 2016 and other filings with the SEC,
which can be found at the SEC’s website www.sec.gov.

We disclaim any obligation to update publicly any forward-looking
statement, whether as a result of new information, future events or
otherwise. We are not responsible for changes made to this document by
wire services or Internet services.

Contacts

Span-America Medical Systems, Inc.
Jim Ferguson, 864-288-8877, ext.
6912
President and Chief Executive Officer