CORRECTED VERSION;
EARLIER VERSION FILED IN ERROR
Filed by Medtronic, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933, as amended.
Subject Company: PercuSurge, Inc.
Contacts:
PercuSurge: Medtronic:
Gary E. Mistlin Rachael Scherer
Chief Financial Officer Investor Relations
480/530-2325 763/514-4971
Chris Campbell-Loth
Public Relations
763/514-8547
MEDTRONIC AND PERCUSURGE ANNOUNCE CONVERSION RATIO
FOR PROPOSED ACQUISITION
MINNEAPOLIS, MN, and SUNNYVALE, CA December 19, 2000 - Medtronic, Inc.
(NYSE: MDT), and PercuSurge, Inc., a privately held company, today announced
that the conversion ratio to be used to determine the number of shares of
Medtronic common stock to be issued for each outstanding share of PercuSurge
common and preferred stock in the previously announced and proposed acquisition
of PercuSurge is .0802847. The conversion ratio is based on the average closing
sale price per share of Medtronic stock over a 15-trading-day period that ended
on December 19, 2000 of $55.29.
The proposed acquisition is subject to the approval of PercuSurge
shareholders, who will vote on the acquisition at PercuSurge's special meeting
of shareholders to be held December 21, 2000. If PercuSurge's shareholders
approve the proposed acquisition at the special meeting, Medtronic and
PercuSurge currently anticipate that the transaction will be completed shortly
after the special 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 embolic debris during interventional procedures.
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.
Medtronic has filed a Registration Statement with the U.S. Securities
and Exchange Commission (the "SEC") that includes a Proxy Statement/Prospectus
containing information regarding the proposed acquisition, and PercuSurge mailed
the Proxy Statement/Prospectus to its stockholders. Investors and stockholders
are urged to read the Registration Statement and Proxy Statement/Prospectus
carefully because they contain important information about Medtronic and
PercuSurge and the proposed acquisition. Investors and stockholders are able to
obtain copies of these documents, 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 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.
