Filed by Medtronic, Inc.
Pursuant to Rule 425 under the Securities Act of 1933, as amended
Subject Company: PercuSurge, Inc.
Contacts:
Rachael Scherer
Investor Relations
763/514-4971
Chris Campbell-Loth
Public Relations
888/732-2544 (Pager)
763/514-8547 (Phone)
F O R I M M E D I A T E R E L E A S E
MEDTRONIC ACQUIRES PERCUSURGE, INC., A LEADING DEVELOPER OF
INTERVENTIONAL EMBOLIC PROTECTION DEVICES
Combination Will Fuel Leadership In Next Wave of Emerging Vascular Technologies
MINNEAPOLIS, MN and WASHINGTON, DC, October 19, 2000 - In a move that
will further enhance its interventional vascular product offerings and add
innovations designed to reduce complications in the treatment of vascular
disease, Medtronic, Inc. (NYSE: MDT) today announced that it has agreed to
acquire PercuSurge, Inc.
PercuSurge, a privately held company founded in 1995, will join the
Medtronic Vascular organization, which is headquartered in Santa Rosa, Calif.
The merger agreement calls for an exchange of stock subject to customary closing
conditions. The transaction, valued at approximately $225 million, will be
accounted for as a pooling of interests, and Medtronic expects the transaction
to be neutral to earnings in the first year after the acquisition is closed and
accretive thereafter. Further financial details were not disclosed.
"We are excited to be joined by this innovative company, whose embolic
protection device is the `best in class' solution for reducing clinical
complications associated with embolic debris released during interventional
procedures," said Andy Rasdal, president of Medtronic Vascular. "PercuSurge's
technologies will have a dramatic impact on a physician's ability to provide
comprehensive treatment, reduce complication rates and save patients' lives."
"We are honored to be a part of Medtronic's leading franchise in
interventional medicine," said Peter Rule, president, chief executive officer
and chairman of the board of PercuSurge. "We believe that our technology and
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excellent clinical results, combined with Medtronic AVE's worldwide operational
and field infrastructure will result in an extremely rapid adoption of our
technology to treat the nearly 200,000 diseased saphenous vein bypass grafts
that could be treated each year."
The PercuSurge GuardWire(R) Plus Temporary Occlusion and Aspiration
system is designed to allow cardiologists and other interventional specialists
to capture embolic debris that might otherwise block downstream vessels and
branches during interventional procedures and damage the heart. It consists of a
balloon-tipped guidewire, which is inflated briefly to occlude blood flow and
capture any material dislodged from the wall of the vessel during placement of a
stent upstream. Captured material is then withdrawn by using the PercuSurge
Export aspiration catheter before the balloon of the GuardWire Plus is deflated
and blood flow restored.
The device has been used in over 5,000 procedures since its release in
Europe during 1999 and was the first distal protection product to be
commercialized there. The product's first targeted indication is for the
treatment of degenerated saphenous vein grafts that show signs of disease
following heart bypass surgery.
The GuardWire Plus is an investigational device in the United States,
and clinical trials are already underway. PercuSurge has completed patient
enrollment for the SAFER study (Saphenous Vein Graft Angioplasty Free of Emboli
Randomized Trial), and Donald Baim, M.D. at Brigham and Women's Hospital in
Boston, Mass. and principal investigator for the SAFER study, is scheduled to
present the most recent U.S. clinical data this afternoon at 2:15 p.m. EST in
the Main Arena of the Transcatheter Cardiovascular Therapeutics (TCT) meeting
here in Washington, DC.
Also at TCT, Medtronic is scheduled to host a webcast briefing this
morning, starting at 7:15 a.m. EST. Andy Rasdal, president of Medtronic
Vascular, will provide an overview of the Medtronic AVE products and
technologies being highlighted at TCT. The audio webcast can be accessed at
http://www.medtronic.com/corporate/invest.html, and will be archived after the
meeting.
PercuSurge is located in Sunnyvale, Calif. The company employs 110
people and has several products under development to treat complications arising
from the release of debris and blood clots associated with the application of
stents in interventional cardiology and other interventional specialties.
Medtronic, Inc., headquartered in Minneapolis, is the world's leading
medical technology company, providing lifelong solutions for people with chronic
disease. Its Internet address is www.medtronic.com. Medtronic AVE, formerly
Arterial Vascular Engineering, Inc., is headquartered in Santa Rosa, Calif.
Before completing the acquisition of PercuSurge or issuing any
Medtronic securities in connection with such acquisition, Medtronic will file a
Registration Statement with the U.S. Securities and Exchange Commission (the
"SEC") that includes a Proxy Statement/Prospectus containing information
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regarding the acquisition, and PercuSurge will mail the Proxy
Statement/Prospectus to its stockholders. Investors and stockholders are urged
to read the Registration Statement and Proxy Statement/Prospectus carefully when
they are available because they will contain important information about
Medtronic and PercuSurge and the proposed acquisition. Investors and
stockholders will be able to obtain copies of these documents (when available),
along with other documents filed by Medtronic with the SEC, free of charge,
through the web site maintained by the SEC at http://www.sec.gov. Investors and
stockholder can also obtain, free of charge, copies of the Registration
Statement and the Proxy Statement/Prospectus (when available) along with any
documents Medtronic has filed with the SEC by contacting the Medtronic Investor
Relations Department.
Any statements made about the company's anticipated financial results and
regulatory approvals are forward-looking statements subject to risks and
uncertainties such as those described in the company's Annual Report on Form
10-K for the year ended April 30, 2000. Actual results may differ materially
from anticipated results. Medtronic undertakes no obligation to update any
forward-looking statement, but investors are advised to consult any further
disclosures by the company on this subject in its filings with the Securities
and Exchange Commission, especially on Forms 10-K, 10-Q and 8-K (if any), in
which the company discusses in more detail various important factors that could
cause actual results to differ from expected or historic results. The company
notes these factors as permitted by the Private Securities Litigation Reform Act
of 1995. It is not possible to foresee or identify all such factors. As such,
investors should not consider any list of such factors to be an exhaustive
statement of all risks, uncertainties or potentially inaccurate assumptions.
