Filed by Tyco International Ltd.
Pursuant to Rule 425 Under the Securities Act of 1933
Filers: Tyco International Ltd.
Subject Company: InnerDyne, Inc.
File Number for Related Registration Statement: 333-48180
FOR IMMEDIATE RELEASE
(Friday, November 10, 2000)
CONTACTS
TYCO:
Investor Relations Public Relations
Brad McGee Judith Czelusniak
Executive Vice President, Senior Vice President
Chief Strategy Officer 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
INNERDYNE EXCHANGE OFFER EXTENDED TO NOVEMBER 29, 2000
PEMBROKE, Bermuda and SUNNYVALE, Calif., Nov. 10 -- 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 the expiration date for the
exchange offer of Tyco Acquisition Corp. X for the common stock of InnerDyne has
been extended to midnight, New York City time, on Wednesday, November 29, 2000.
The extension is necessary because, at the request of the Federal Trade
Commission, Tyco and InnerDyne have withdrawn and refiled their premerger
notification forms under the Hart-Scott-Rodino Act. Under procedures of the
Department of Justice's Antitrust Division and the FTC, the FTC was designated
yesterday as the reviewing agency for the transaction. The effect of the
refiling is to extend the HSR waiting period to December 9, 2000, although Tyco
has requested early termination of the waiting period.
Tyco Acquisition is offering to exchange a fraction of a Tyco common share
valued at $7.50, determined as described in the prospectus for the offer, for
each share of InnerDyne common stock.
ABOUT INNERDYNE
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.
ABOUT TYCO INTERNATIONAL
Tyco is a diversified manufacturing and service company. Tyco is the world's
largest manufacturer and servicer of electrical and electronic components; the
world's largest designer, manufacturer, installer and servicer of undersea
telecommunications systems; the world's largest manufacturer, installer and
provider of fire protection systems and electronic security services, and the
world's largest manufacturer of flow control valves. Tyco also holds strong
leadership positions in disposable medical products, diagnostic imaging, bulk
pharmaceuticals, wound closure, plastics and adhesives. Tyco operates in more
than 100 countries and has reported fiscal 2000 sales of approximately $28.9
billion.
