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FOR IMMEDIATE RELEASE Contact: James B. Hickey, Jr., President & CEO
Brenda Roth, media
Angeion Corporation
612/822-6906
ANGEION HOLDS AND ADJOURNS SHAREHOLDER MEETING
MINNEAPOLIS (December 31, 1999) - Angeion Corporation (Nasdaq: ANGN) announced
today that, after passing certain proposals, it has adjourned its Annual Meeting
of Shareholders held this morning with respect to proposals requesting approval
of previously announced transactions with ELA Medical, a wholly-owned subsidiary
of Sanofi-Synthelabo, a French pharmaceutical company, and Medtronic, Inc. The
Company has similarly extended the time period which holders of its 7 1/2%
Senior Convertible Notes due in 2003 have to consent to supplement the Indenture
in connection with the same transactions. At the meeting, Angeion's shareholders
overwhelmingly approved the other proposals on its agenda, including the
re-election of its Directors; an increase in its authorized shares of Common
Stock, an amendment to its non-employee director plan, and the appointment of
the Company's auditors. Angeion will reconvene its Annual Meeting of
Shareholders with respect to these two proposals on January 19, 2000 at 3:00
p.m., Minneapolis time, at Medical Graphics offices, 350 Oak Grove Parkway, St.
Paul, Minnesota.
The Company to date has received proxies representing over a majority
of the shares entitled to vote at the meeting approving each of the ELA Medical
and Medtronic agreements. However, the Company has not received the required
two-thirds approval. Of the proxies received to date, approximately 95% have
been in favor of the proposals. In order to give all shareholders an adequate
opportunity to vote on these proposals, and given the strong support to date for
each of these proposals, the Company has adjourned its Annual Meeting of
Shareholders until January 19, 2000.
The discussion above contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements by their
nature involve substantial risks and uncertainties. Actual results may differ
materially depending on a variety of factors, including, but not limited to the
following: approval of the Sanofi-Synthelabo agreement and the Medtronic
agreement by the shareholders and senior note holders of Angeion; satisfaction
of certain other conditions to the closing of the transactions contemplated by
the Sanofi-Synthelabo agreement; the costs to support the Company's ongoing
operations and to provide customer support for the Company's products; the
demand for and cost of supplying the Company's products; and continued listing
on the Nasdaq National Market. Additional information with respect to the risks
and uncertainties faced by the Company may be found in, and the prior discussion
is qualified in its entirety by, the Risk Factors contained in the Company's
Annual Report on Form 10-K, as filed with the SEC on March 31, 1999, and the
Company's other periodic filings with the SEC, copies of which are available
upon request.
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