Filer: Thermo Cardiosystems Inc.
Subject Company: Thermo Cardiosystems Inc.
Subject Company Exchange Act File No.: 001-10114
Registration Statement No.: 333-
Thermo Cardiosystems' Proposed Merger With Thoratec
Clears Antitrust Review
WOBURN, Mass., December 22, 2000 - Thermo Cardiosystems Inc. (ASE:TCA), a Thermo
Electron company, announced today that its proposed merger with Thoratec
Laboratories Corporation (NASDAQ:THOR) has cleared antitrust review by the
Federal Trade Commission.
The proposed transaction was announced on October 3, 2000. Under the terms
of the agreement, each issued and outstanding share of Thermo Cardiosystems
stock will be exchanged for 0.835 shares of newly issued Thoratec stock. The
transaction is subject to the approval by shareholders of both companies and
other usual conditions. Thermo Cardiosystems and Thoratec shareholders are
scheduled to meet separately on February 13, 2001. The companies expect to
complete the merger shortly after the shareholder meetings.
Thermo Cardiosystems Inc. is a leader in the research, development, and
manufacture of implantable left ventricular-assist systems (LVAS). Its
air-driven and electric HeartMate heart-assist devices are implanted alongside
the natural heart and take over the pumping function of the left ventricle for
patients whose hearts are too damaged or diseased to produce adequate blood
flow. Both devices are approved for commercial sale in the United States,
Europe, and Canada. The company also supplies whole-blood coagulation testing
equipment and related disposables, as well as single-use skin-incision devices.
Thermo Cardiosystems is a public subsidiary of Thermo Electron. More information
is available at http://www.thermocardio.com.
Other Important Information:
The proposed merger between Thermo Cardiosystems and Thoratec is described in a
preliminary joint proxy statement/prospectus that has been filed with the
Securities and Exchange Commission. You should read this document because it
contains important information about the transaction, including the participants
in the transaction. You can obtain the joint proxy statement/prospectus and
other documents that will be filed with the Securities and Exchange Commission
for free when they are available on the Securities and Exchange Commission's Web
site at http://www.sec.gov. Also, if you write us or call us at the below
address and phone number, we will send you the joint proxy statement/prospectus
for free when it is available.
You can call us at (781) 622-1111, or write to us at:
Investor Relations Department
Thermo Cardiosystems Inc.
81 Wyman Street, P.O. Box 9046
Waltham, MA 02454-9046
The portions of this news release that relate to future plans, events, or
performance are forward-looking statements. Investors are cautioned that all
such statements involve risks and uncertainties, including risks related to the
proposed transaction between Thermo Cardiosystems and Thoratec and the benefits
thereof, government regulatory approval processes, and market acceptance of new
products. These factors, and others, are discussed more fully under the heading
"Risk Factors" in Thoratec's Registration Statement on Form S-4 [File No.
333-49120] filed with the Securities and Exchange Commission on November 1,
2000, and in both companies' other filings with the Securities and Exchange
Commission. Actual results, events, or performance may differ materially. These
forward-looking statements speak only as of the date hereof. None of Thermo
Cardiosystems, Thoratec, or Thermo Electron undertakes any obligation to
publicly release the results of any revisions to these forward-looking
statements that may be made to reflect events or circumstances after the date
hereof, or to reflect the occurrence of unanticipated events.
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