SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report - March 25, 1996
MEDTRONIC, INC.
(Exact name of registrant as specified in its charter)
Minnesota 1-7707 41-0793183
(State or other Jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
7000 Central Avenue N.E.
Minneapolis, Minnesota 55432-3576
(Address of principal executive offices and zip code)
(612) 574-4000
(Registrant's telephone number, including area code)
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ITEM 5. Other Events
On March 25, 1996, the registrant issued a press release announcing the
signing of an agreement to acquire InStent Inc. The full text of the press
release is set forth in Exhibit 99 attached hereto and is incorporated in this
report as if fully set forth herein.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MEDTRONIC, INC.
(Registrant)
Date: March 26, 1996 By: /s/ William W. George
William W. George, President and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
99 Press release dated March 25, 1996
Exhibit 99
Press Release dated March 25, 1996
[Medtronic logo] NEWS RELEASE
Medtronic, Inc. Contact:
7000 Central Avenue N.E.
Minneapolis, Minnesota 55432-3576 InStent Medtronic
Telephone (612)574-4000 Warren Bielke, Dale Beumer
Sven Wehrwein Investor Relations
612/937-0322 612/574-3038
Dick Reid
Public Relations
612/574-3052
FOR IMMEDIATE RELEASE
MEDTRONIC, INSTENT AGREE TO MERGE
AND OFFER BROADEST LINE OF STENTS TO WORLD MEDICAL MARKETS
MINNEAPOLIS, MN, March 25, 1996 -- Medtronic, Inc. (NYSE:MDT), and InStent
Inc. (NASDAQ:ININ), announced a merger agreement today under which Medtronic
will acquire all shares of the Eden Prairie, MN, and Tel Aviv, Israel, developer
of self-expanding and balloon-expandable stents used in medical procedures
throughout the body.
The agreement calls for a pooling of interests transaction under which
Medtronic will exchange 0.3833 share of Medtronic stock for each of the 10
million InStent shares, plus options outstanding. The exchange is valued at
approximately $200 million after taking into account cash that InStent brings to
the transaction.
According to William W. George, Medtronic president and chief executive
officer, "InStent's broad line of self-expanding stents for use throughout the
body, when combined with the Medtronic Wiktor(R) balloon expandable coronary
stent, gives Medtronic the broadest line of stents in the industry.
"Stenting therapies, used from the peripheral arteries to coronary and
corotid arteries as well as in urological and biliary applications, have become
the most rapidly growing area of the medical technology field. We believe the
merger with InStent positions Medtronic to be a technology and market leader in
this field, and significantly strengthens our vascular business."
George said Medtronic was very pleased to add the research and development
capabilities of InStent's Tel Aviv operation. He noted that scientists there
would be teaming with Medtronic's research and development centers in
Minneapolis; Kerkrade; the Netherlands; and San Diego, CA, to create the most
advanced capabilities in stenting therapies used throughout the body.
Warren Bielke, president and CEO of InStent, said, "Since inception, it has
been our mission at InStent to provide a unique stenting technology for the
thousands of miles of body tubes and vessels which may become obstructed due to
aging, disease, and trauma. Our new partnership with Medtronic will not only
accelerate the achievement of this goal, but put us into a worldwide leadership
position in stenting."
InStent develops and manufactures both types of stents in current use:
selfexpandable stents and balloon-expandable stents. The company's nitinol
stents are mounted on a proprietary catheter delivery system and released to a
predetermined diameter to support a blood vessel or other passageway.
Two InStent products, the EndoCoil(R) and EsophaCoil(R), used in the bile
duct and esophagus, respectively, have been approved for commercial release by
the U.S. Food and Drug Administration. FDA-supervised clinical evaluation of
stents for coronary arteries is under way. Clinical evaluation of the unique
InStent CarotidCoil(TM) stent, designed to resist compression after placement in
the neck arteries to maintain blood flow to the brain, is expected to begin
outside the United States later in 1996.
George said the InStent organization will report to Art Collins, Medtronic
chief operating officer, as does Medtronic Interventional Vascular, San Diego,
CA, which offers the Medtronic Wiktor coronary stent in Europe and Japan.
InStent reported about $2.4 million in revenue for 1995, an increase of
about 211 percent over the previous year. The company employs 70 persons.
The merger transaction is subject to customary conditions, including
registration with the federal Securities and Exchange Commission, approval by
the shareholders of InStent, and Hart-Scott-Rodino approvals. Principal
shareholders of InStent, owning approximately 35 percent of InStent's stock
outstanding, have agreed to vote for approval of the transaction.
Medtronic, Inc., headquartered in Minneapolis, is the world's leading
medical technology company, specializing in implantable and invasive therapies.
Its Internet address is http://www.medtronic.com.
