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Filed by Thoratec Laboratories
Pursuant to Rule 425 under the
Securities Act of 1933, and deemed
filed pursuant to Rule 14a-12
under the Securities and Exchange
Act of 1934.
Subject Company: Thoratec
Laboratories
Commission Act File No.: 033-72502
[THORATEC LOGO]
Contact: Cheryl Hess, Chief Financial Officer
(925) 847-8600
www.thoratec.com
THORATEC LABORATORIES SAYS MERGER WITH
THERMO CARDIOSYSTEMS HAS CLEARED ANTITRUST REVIEW
(PLEASANTON, CA), December 22, 2000--Thoratec Laboratories Corporation
(NASDAQ: THOR) said today its proposed merger with Thermo Cardiosystems (AMEX:
TCA) has cleared antitrust review by the Federal Trade Commission.
"This clearance is an important milestone and keeps us on track to meet
our planned timetable of completing the merger during the first quarter of
2001," noted D. Keith Grossman, president and chief executive officer of
Thoratec.
"Given the recent notification from the Securities and Exchange
Commission that it does not plan to review our registration statement and that
it can go effective with an updated amendment, we and Thermo Cardiosystems
intend to distribute solicitation materials regarding the merger to our
respective shareholders within the next two weeks for meetings currently
scheduled for February 13, 2001," he continued.
The proposed transaction was announced on October 3, 2000. As proposed,
it will be a stock-for-stock transaction in which each outstanding share of
Thermo Cardiosystems will be exchanged for 0.835 shares of newly issued Thoratec
stock, and will be accounted for as a purchase. The transaction is subject to
the approval of shareholders of both companies and other customary closing
conditions.
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Thoratec Laboratories Corporation is engaged in the research,
development, manufacturing and marketing of medical devices for circulatory
support and vascular graft applications, all of which incorporate its
proprietary biomaterial, Thoralon(R). The Thoratec(R) VAD (Ventricular Assist
Device) System is the only ventricular assist device that is approved for use
both as a bridge-to-transplant and for recovery from open-heart surgery. The
company's Vectra(TM) vascular access graft, which is used in patients undergoing
hemodialysis, is approved for sale in the U.S., Europe, Japan and a number of
other foreign countries. Its Aria(TM) coronary artery bypass graft, which is
designed for use by patients having too few suitable native blood vessels, is
currently in clinical trials in the U.S. and Canada. For additional information
about Thoratec, visit the company's web site at www.thoratec.com.
Headquartered in Woburn, Mass., Thermo Cardiosystems is a leader in the
research, development and manufacturing of implantable left ventricular assist
systems (LVAS). Its air-driven and electric HeartMate heart assist devices are
implanted alongside the natural heart and take over the pumping function of the
left ventricle for patients whose hearts are too damaged or diseased to produce
adequate blood flow. Both devices are approved for commercial sale in the U.S.,
Europe and Canada. The company also supplies whole-blood coagulation testing
equipment and related disposables, as well as single-skin incision devices.
Thermo Cardiosystems is a public subsidiary of Thermo Electron (NYSE: TMO). More
information is available on the Internet at www.thermocardio.com.
The portions of this news release that relate to future plans, events
or performance, are forward-looking statements. Investors are cautioned that all
such statements involve risks and uncertainties, including risks related to the
proposed transaction between Thoratec and Thermo Cardiosystems and the benefits
thereof, government regulatory approval processes and market acceptance of new
products. These factors, and others, are discussed more fully under the heading
"Risk Factors" in Thoratec's Registration Statement on Form S-4 (File No.
333-49120) filed with the Securities and Exchange Commission on November 1, 2000
and in both companies' other filings with the Securities and Exchange
Commission. Actual results, events or performance may differ materially. These
forward-looking statements speak only as of the date hereof. None of Thoratec ,
Thermo Cardiosystems or Thermo Electron undertakes any obligation to publicly
release the results of any revisions to these forward-looking statements that
may be made to reflect events or circumstances after the date hereof, or to
reflect the occurrence of unanticipated events.
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OTHER IMPORTANT INFORMATION
The transaction described in this announcement has not yet commenced.
You should read the Registration Statement on Form S-4 (File No. 333-49120)
filed with the Securities and Exchange Commission on November 1, 2000 because it
contains important information about the transaction, including participants in
the transaction. You can obtain the Registration Statement and other documents
that will be filed with the Securities and Exchange Commission for free when
they are available on the Securities and Exchange Commission's web site at
http://www.sec.gov. You can also obtain the final joint proxy
statement/prospectus included in the Registration Statement from the company for
free by writing or calling:
Investor Relations Department Investor Relations Department
Thoratec Laboratories Corporation Thermo Electron Corporation
6035 Stoneridge Drive 81 Wyman Street, P.O. Box 9046
Pleasanton, California 94588 Waltham, Massachusetts 02454
(925) 847-8600 (781) 622-1111
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