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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
Exchange Act File No. 033-72502
[THORATEC LOGO]
Contact: Cheryl Hess, Chief Financial Officer
(925) 847-8600
www.thoratec.com
THORATEC LABORATORIES RESPONDS TO REAFFIRMATION OF
MERGER BY THERMO CARDIOSYSTEMS BOARD OF DIRECTORS
(PLEASANTON, CA), January 19, 2001--Thoratec Laboratories Corporation
(NASDAQ: THOR), a medical device company, today issued the following statement
in response to yesterday's announcement by the board of directors of Thermo
Cardiosystems Inc. (ASE: TCA) reaffirming its support for its merger with
Thoratec.
"We are very pleased with Thermo Cardiosystems' board of directors
reaffirmation of its recommendation to adopt our proposed merger," said D. Keith
Grossman, president and chief executive officer of Thoratec.
"We are now about three weeks away from our companies' special
shareholder meetings on February 13. We believe we can close the transaction
very quickly after the meetings.
"The combination of our two companies will create a world-class medical
technology company serving cardiac surgery and congestive heart failure patients
with proven solutions today and exciting technology to develop products for
tomorrow. Both companies have demonstrated the ability to take products from the
laboratory to market success. We will offer a pipeline of not one, but many
products, and with current growth in sales and earnings," Grossman added.
The proposed merger 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.
TNR-242 Continued.....
Thoratec Laboratories Corporation 6035 Stoneridge Drive
Pleasanton, CA 94588 Tel 925-847-8600 Fax 925-847-8574 www.thoratec.com
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Thoratec Responds to Reaffirmation of
Merger by Thermo Cardiosystems Board of Directors
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 VAD 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-use 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 December 29,
2000, as amended and supplemented from time to time, 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.
TNR-242 Continued.....
Thoratec Laboratories Corporation 6035 Stoneridge Drive
Pleasanton, CA 94588 Tel 925-847-8600 Fax 925-847-8574 www.thoratec.com
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OTHER IMPORTANT INFORMATION
The proposed merger and the merger agreement between Thoratec and
Thermo Cardiosystems are described in a joint proxy statement/prospectus that
has been filed with the Securities and Exchange Commission. You should read this
document because it contains important information about the transaction,
including the participants in the transaction. You can obtain the joint proxy
statement/prospectus and other documents (including the merger agreement) that
have been filed with the Securities and Exchange Commission for free when the
are available on the Securities and Exchange Commission's Web site at
http://www.sec.gov. Also, if you write us or call us at the below address and
phone number, we will send you the joint proxy statement/prospectus for free
when it is available.
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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Thoratec Laboratories Corporation 6035 Stoneridge Drive
Pleasanton, CA 94588 Tel 925-847-8600 Fax 925-847-8574 www.thoratec.com
