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Filer: InnerDyne, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: InnerDyne, Inc.
Commission File No. 0-19707
FOR IMMEDIATE RELEASE
(Wednesday, October 4, 2000)
CONTACTS
TYCO:
Public Relations Investor Relations
Judith Czelusniak Brad McGee
Senior Vice President Senior Vice President
Tyco International (US) Inc. Tyco International (US) Inc.
561-988-7424 603-778-9700
INNERDYNE:
William G. Mavity
President/CEO
InnerDyne, Inc.
408-745-6010
TYCO INTERNATIONAL TO ACQUIRE INNERDYNE
Tyco Acquires Breakthrough Technology for Laparoscopic Surgery
PEMBROKE, Bermuda and SUNNYVALE, Calif., October 4, 2000 -- Tyco International
Ltd. (NYSE: TYC; LSE: TYI; BSX: TYC), a diversified manufacturing and service
company, and InnerDyne, Inc. (Nasdaq: IDYN), a medical manufacturer and ----
distributor of patented radial dilating access devices used in minimally
invasive surgical procedures, today announced that they have entered into a
definitive agreement pursuant to which Tyco will acquire InnerDyne. The
transaction will involve an exchange offer for InnerDyne shares in which
InnerDyne stockholders will receive a fraction of a Tyco share valued at $7.50
per share for each share of InnerDyne. The transaction is valued at
approximately $180 million.
InnerDyne designs, develops and manufactures minimally invasive surgical access
products that incorporate the company's proprietary radial dilation technology,
including the patented Step(TM) expandable needle system. Radial dilation
provides surgical access through expansion of a very small opening using
progressively larger blunt instruments.
"InnerDyne complements the growth strategy of our Tyco Healthcare unit and
enhances value for Tyco shareholders," said L. Dennis Kozlowski, Tyco's Chairman
and Chief Executive Officer. "This acquisition provides for operating
efficiencies that will result in an immediate positive impact on earnings; it
also gives Tyco Healthcare innovative technologies that will strengthen our
product range."
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According to Mr. Kozlowski, "InnerDyne's patented Step(TM) radial dilation
system expands the product portfolio of Tyco Healthcare's U.S. Surgical unit.
This technology provides a platform for the development and marketing of new
products for minimally invasive medical and surgical procedures. The combination
of U.S. Surgical's significant sales, marketing and distribution capabilities
and InnerDyne's complementary products will multiply the potential for growth in
this important area of medical technology."
William G. Mavity, President and Chief Executive Officer of InnerDyne, stated,
"This transaction makes excellent strategic sense and provides our shareholders
with an exceptional value. Tyco's acquisition of InnerDyne will help bring the
clinical benefits of radial dilation to patients and surgeons faster and more
efficiently."
The transaction, which will be accounted for as a purchase, is contingent upon
customary regulatory review and is expected to be tax-free for the stockholders
of InnerDyne. The Boards of Directors of both companies have approved the
transaction.
U.S. Bancorp Piper Jaffray Inc. acted as exclusive financial advisor to
InnerDyne in this transaction.
ABOUT TYCO INTERNATIONAL
Tyco International Ltd. (NYSE: TYC; LSE: TYI; BSX: TYC) is a diversified
manufacturing and service company. Tyco is the world's largest manufacturer and
servicer of electrical and electronic components and undersea telecommunications
systems; and the world's largest manufacturer, installer, and provider of fire
protection systems and electronic security services. It has strong leadership
positions in disposable medical products, plastics, and adhesives; and is the
world's largest manufacturer of flow control valves. Tyco operates in more than
80 countries and has expected 2000 revenues of $28 billion.
FORWARD LOOKING INFORMATION
This release contains certain "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements are based
on management's current expectations and are subject to uncertainty and changes
in circumstances. Actual results may vary materially from the expectations
contained in the forward-looking statements. The forward-looking statements in
this release include statements addressing future earnings, transaction
efficiencies, product and market growth and other benefits of the acquisition.
The following factors, among others, could cause actual results to differ
materially from those described in the forward-looking statements: inability to
obtain, or meet conditions imposed for, governmental approvals for Tyco's
acquisition of InnerDyne; failure of the InnerDyne stockholders to exchange
their shares in the offer; the risk that the business of InnerDyne will not be
integrated successfully with Tyco's business; and other economic, business,
competitive and/or regulatory factors affecting Tyco's and InnerDyne's
businesses generally.
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More detailed information about the factors affecting the businesses of Tyco and
InnerDyne generally is set forth in the filings of Tyco and InnerDyne with the
Securities and Exchange Commission, including Tyco's Annual Report on Form 10-K,
as amended, for the fiscal year ended September 30, 1999, InnerDyne's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999, their most
recent Quarterly Reports on Form 10-Q and their Current Reports on Form 8-K.
Tyco and InnerDyne disclaim any obligation to update or alter their
forward-looking statements whether as a result of new information, future events
or otherwise.
Investors are advised to read the registration statement on Form S-4, the
Schedule TO, the preliminary and final prospectus and other documents relating
to the exchange offer that will be filed by Tyco with the Securities and
Exchange Commission. InnerDyne stockholders are also urged to read the related
solicitation/recommendation statement on Schedule 14D-9 that will be filed by
InnerDyne regarding the offer. Investors may obtain a free copy of these
documents after they are filed with the SEC and other documents filed by Tyco
and InnerDyne with the SEC at the SEC's web site at http://www.sec.gov. These
documents may also be obtained from Tyco or from InnerDyne by directing requests
to Tyco International Ltd., The Zurich Centre, Second Floor, 90 Pitts Bay Road,
Pembroke HM 08, Bermuda, tel: (441) 292-8674; or to InnerDyne, Inc., 1244
Reamwood Avenue, Sunnyvale, CA 94089, tel. (408) 745-6010.
