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Relates to Form S-4
Registration No. 333-49120
Filed under Rule 424(b)(3)
SUPPLEMENT TO PROXY STATEMENT/PROSPECTUS OF
THORATEC LABORATORIES CORPORATION AND
THERMO CARDIOSYSTEMS INC.
THE DATE OF THIS SUPPLEMENT IS JANUARY 5, 2001
The following information supplements the proxy statement/prospectus dated
January 2, 2001 related to the special meetings of the shareholders of Thoratec
Laboratories Corporation and Thermo Cardiosystems Inc. to be held on February
13, 2001. This supplement should be read in conjunction with the proxy
statement/prospectus, which is referred to below as the statement.
As explained on pages 44 and 45 of the statement, on December 12, 2000,
J.P. Morgan and the directors of Cardiosystems and Thermo Electron Corporation
received an inquiry from a third party that had previously been contacted by
J.P. Morgan as potentially having a strategic interest in pursuing a transaction
with Cardiosystems. In that inquiry the third party, Abiomed, Inc., sought
permission from Cardiosystems to make an acquisition proposal in which each
share of Cardiosystems common stock would be exchanged in a merger with a total
value of $10.50 per share, consisting of $9.00 in Abiomed common stock and $1.50
in cash.
On January 4, 2001, Abiomed sent another letter to J.P. Morgan and the
directors of Cardiosystems and Thermo Electron in which Abiomed reiterated its
interest in acquiring Cardiosystems. The letter states that Abiomed is making an
acquisition proposal, rather than seeking permission to make an acquisition
proposal, in a merger transaction with a total value of $11.50 per share,
consisting of $10.00 in Abiomed common stock and $1.50 in cash.
Under the merger agreement with Thoratec, Cardiosystems has agreed not to
solicit any acquisition proposals and not to negotiate or enter discussions with
any third party concerning any potential acquisition of Cardiosystems unless
Cardiosystems first receives an unsolicited acquisition proposal that
Cardiosystems' board of directors determines, after receiving advice from its
financial advisor and after consulting with its outside legal counsel, meets
certain additional criteria specified in that merger agreement and is superior
to the Thoratec merger.
This supplement to the statement, together with the statement, is first
being mailed to Thoratec's and Cardiosystems' shareholders on or about January
9, 2001.
