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October 18, 2000
TO THE STOCKHOLDERS OF INNERDYNE, INC.:
On October 3, 2000, InnerDyne entered into an Agreement and Plan of Merger
pursuant to which a subsidiary of Tyco International Ltd. would acquire all of
the outstanding shares of InnerDyne common stock. After careful consideration,
the members of the InnerDyne board of directors determined that the offer is
fair to, and in the best interests of, InnerDyne stockholders and recommend that
InnerDyne stockholders accept the offer and tender their shares pursuant to the
offer.
The market value of each share of InnerDyne to be exchanged for $7.50 worth
of Tyco shares, pursuant to the terms of the transaction, represents a premium
of approximately 18.8% over the market price of InnerDyne common stock on the
Nasdaq National Market one week prior to announcement, and a premium of
approximately 20.0% over the market price of InnerDyne stock on Nasdaq National
Market four weeks prior to announcement.
On October 17, 2000, the last sale price per Tyco common share was $46.9375
and the last sale price per InnerDyne common share was $6.9375. You should
obtain current market quotations for Tyco and InnerDyne common shares before
making any decision on the merger.
The enclosed prospectus provides detailed information concerning Tyco,
InnerDyne, the offer and the merger. Please give all of the information
contained in the prospectus your careful attention. At the beginning of the
prospectus is a section entitled "Questions and Answers About the Proposed
Acquisition" which should answer many of your questions. You should carefully
consider the discussion in the section entitled "Risk Factors."
The offer and withdrawal rights will expire at 12:00 midnight, New York City
time, on Tuesday, November 14, 2000, unless extended. If you want to participate
in the offer, you will need to properly tender your shares prior to the
expiration date and time. Information on how to properly tender your shares is
included in the prospectus and you may call the Information Agent, MacKenzie
Partners, Inc. at (212) 929-5500 or toll free at (800) 322-2885 if you have any
questions.
We believe that the offer and merger represent a compelling opportunity to
enhance value for InnerDyne stockholders. We believe the offer and merger will
allow the combined companies to increase their market presence and penetration
and enable it to more quickly drive a beneficial technology into the market.
We appreciate your consideration of this matter.
[/S/ WILLIAM G. MAVITY]
William G. Mavity
President and Chief Executive Officer
InnerDyne, Inc.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the securities to be issued pursuant
to the offer or passed upon the adequacy or accuracy of the enclosed prospectus.
Any representation to the contrary is a criminal offense.
The enclosed prospectus, dated October 18, 2000, and first mailed to
InnerDyne stockholders on or about October 18, 2000, is subject to change.
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