SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 13, 1998
Medtronic, Inc.
(Exact name of Registrant as Specified in its Charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
1-7707 41-0793183
(Commission File Number) (IRS Employer
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)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On July 13, 1998, the Registrant issued a press release announcing the
signing of an agreement to acquire AVECOR Cardiovascular 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.
Item 7. Financial Statements and Exhibits
Exhibit 99. Press release dated July 13, 1998.
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.
By /s/ Ronald E. Lund
Date July 15, 1998 Ronald E. Lund
Senior Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
Medtronic, Inc.
Form 8-K Current Report
Dated July 13, 1998
Exhibit Number Description
99 Press release dated July 13, 1998
Exhibit 99
Contacts:
AVECOR: Medtronic:
Curt Swenson Chris O'Connell
612/371-0000 Investor Relations
612/514-4971
Greg Melsen
612/391-9000 Dick Reid
Public Relations
612/514-3052
F O R I M M E D I A T E R E L E A S E
MEDTRONIC, AVECOR AGREE TO JOIN IN OFFERING
HIGH-TECHNOLOGY, LOWER-COST CARDIAC SURGERY PRODUCT LINE
MINNEAPOLIS, MN, July 13, 1998 -- Medtronic, Inc. (NYSE: MDT) and AVECOR
Cardiovascular Inc. (Nasdaq: AVEC), both headquartered in Minneapolis, MN,
announced today that they had signed an agreement under which Medtronic will
acquire AVECOR in a transaction valued at approximately $91 million. The
transaction, for which Medtronic will employ purchase accounting, calls for
AVECOR shareholders to receive $11.125 in Medtronic stock for each share of
AVECOR they now hold.
"This agreement will lead to a refocusing of Medtronic's surgical perfusion
product line to give our customers what they're asking us for: the most advanced
technology at the lowest possible cost," said Philip M. Laughlin, president,
Medtronic Cardiac Surgery. "By concentrating on the best technologies from both
Medtronic and AVECOR, we will augment our offerings of industry-leading products
as we streamline manufacturing capabilities and achieve efficiencies of scale."
AVECOR's AFFINITY(R) blood oxygenator is widely acknowledged to offer
advanced technological features as the disposable device that plays the role of
the lungs when blood is routed outside the body during major surgery. The
company also offers the innovative Affinity blood pump, which replaces the
pumping action of the heart. Skip McDaniel, vice president and general manager
of Medtronic Perfusion Systems, added that, "We are delighted by the prospect of
adding several outstanding devices and the capabilities of the AVECOR
organization. They provide a clear opportunity to leverage Medtronic's current
strength and enhance our leadership position in supporting cardiac surgery
procedures worldwide."
Medtronic now offers the Medtronic Maxima(R) Forte blood oxygenator, and
the Medtronic Bio-pump(R), a centrifugal blood perfusion pump.
"In the seven years since we started AVECOR, we are proud that the company
has become recognized as a technology and market leader with very efficient and
low-cost manufacturing capability," said Anthony Badolato, chairman and chief
executive officer of AVECOR. "We are pleased to be joining with Medtronic to
create what we believe will be the strongest company in the cardiovascular
field."
Badolato will join Medtronic as head of research and product development
for the combined Medtronic Perfusion Systems organization.
In addition to AVECOR shareholder approval, the transaction is subject to
customary conditions including Hart-Scott-Rodino clearance. The companies expect
completion of the transaction late in 1998.
<PAGE>
AVECOR Cardiovascular Inc. develops, manufactures and markets specialty
medical devices for heart/lung bypass surgery and long-term respiratory support.
The company's current products include membrane oxygenators, blood reservoirs,
blood filters, blood pumps, cardioplegia systems and custom tubing packs.
Founded in 1991, AVECOR had revenues of $47 million in its most recently
completed fiscal year. It has 375 employees.
Medtronic, Inc., is the world's leading medical technology company
specializing in implantable and interventional therapies. Its Internet address
is www.medtronic.com.
