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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
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Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Thermo Cardiosystems Inc.
(Name of Registrant as Specified In Its Charter)
Thermo Cardiosystems Inc.
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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SUPPLEMENT TO PROXY STATEMENT/PROSPECTUS OF
THERMO CARDIOSYSTEMS INC.
THE DATE OF THIS SUPPLEMENT IS JANUARY 9, 2001
The following information supplements the proxy statement/prospectus dated
January 2, 2001 related to the special meetings of the shareholders of Thoratec
Laboratories Corporation and Thermo Cardiosystems Inc. to be held on February
13, 2001. This supplement should be read in conjunction with the proxy
statement/prospectus, which is referred to below as the statement.
As explained on pages 44 and 45 of the statement, on December 12, 2000,
J.P. Morgan and the directors of Cardiosystems and Thermo Electron Corporation
received an unsolicited inquiry from a third party that had previously been
contacted by J.P. Morgan as potentially having a strategic interest in pursuing
a transaction with Cardiosystems. In that inquiry the third party, Abiomed,
Inc., sought permission from Cardiosystems to make an acquisition proposal in
which each share of Cardiosystems common stock would be exchanged in a merger
with a total value of $10.50 per share, consisting of $9.00 in Abiomed common
stock and $1.50 in cash.
On January 4, 2001, Abiomed sent another unsolicited letter to J.P. Morgan
and the directors of Cardiosystems and Thermo Electron in which Abiomed
reiterated its interest in acquiring Cardiosystems. The letter states that
Abiomed is making an acquisition proposal, rather than seeking permission to
make an acquisition proposal, in a merger transaction with a total value of
$11.50 per share, consisting of $10.00 in Abiomed common stock and $1.50 in
cash. Abiomed's acquisition proposal also contains a provision that would limit
the ownership interest of Cardiosystems' stockholders to less than 50% of the
combined entity at closing. However, if the price of Abiomed's stock declines
during the period prior to closing so that the total number of Abiomed shares
required to be issued to Cardiosystems stockholders would exceed the 50 percent
limit, it is unclear whether Abiomed would increase the cash component of its
proposal to maintain the overall value of the transaction.
On January 8, 2001, Thoratec requested that the Cardiosystems board of
directors reaffirm its recommendation in favor of the merger. Under the terms of
the merger agreement, if the Cardiosystems board of directors does not reaffirm
its recommendation within 10 days of Thoratec's request, Thoratec will have the
option to terminate the merger agreement and receive a $12 million termination
fee from Cardiosystems.
The relevant text of each of Abiomed's December 12, 2000 and January 4,
2001 letters is set forth in Annex S-A attached to this supplement.
Under the merger agreement with Thoratec, Cardiosystems has agreed not to
solicit any acquisition proposals and not to negotiate or enter discussion with
any third party concerning any potential acquisition of Cardiosystems unless
Cardiosystems first receives an unsolicited acquisition proposal that
Cardiosystems' board of directors determines, after receiving advice from its
financial advisor and after consulting with its outside legal counsel, meets
certain additional criteria specified in that merger agreement and is superior
to the Thoratec merger. Under the terms of a confidentiality agreement that
Abiomed signed with J.P. Morgan relating to possible transactions with
Cardiosystems, Abiomed agreed not to make any proposal to purchase or acquire
shares of Cardiosystems' stock without prior written approval. As of the date of
this supplement, no such approval has been granted.
THIS SUPPLEMENT TO THE STATEMENT, TOGETHER WITH THE STATEMENT, IS FIRST
BEING MAILED TO CARDIOSYSTEMS' STOCKHOLDERS ON OR ABOUT JANUARY 11, 2001.
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ANNEX S-A
EXCERPTS FROM DECEMBER 12, 2000 LETTER
FROM ABIOMED, INC. TO
THERMO ELECTRON CORPORATION AND
THERMO CARDIOSYSTEMS INC.
C/O J.P. MORGAN SECURITIES INC.:
Ladies and Gentlemen:
We are writing to you to request the permission of Thermo Electron
Corporation ("TEC") for ABIOMED, Inc. ("ABIOMED") to make an improved proposal
for the acquisition of Thermo Cardiosystems Inc. ("Thermo Cardio" or the
"Company") by ABIOMED. ABIOMED would be prepared to make a proposal to acquire
Thermo Cardio under the terms outlined below. We believe that TEC, Thermo Cardio
and their respective Boards of Directors would be willing to consider our
proposal because, since agreeing to combine Thermo Cardio with Thoratec
Laboratories Corp. ("Thoratec"), circumstances have changed, making that
transaction less attractive and making a proposal to combine with ABIOMED more
favorable. These changed circumstances include a substantial decline
(approximately 54%) in the market price of Thoratec's stock, reducing the value
to Thermo Cardio's shareholders; issues raised by federal antitrust authorities,
causing you to resubmit your filing for approval; and dissatisfaction with the
Thoratec transaction among many of Thermo Cardio's key customers. Please be
advised that the contents of this letter are proprietary and confidential to
ABIOMED and may not be disclosed to any person other than you and your
representatives without our written consent. When a proposal to acquire Thermo
Cardio is made by ABIOMED, we understand that you may be required to disclose
the contents of such a proposal to Thoratec.
- Acquisition. ABIOMED would acquire all of the common stock of the
Company pursuant to a merger for consideration of $10.50 per share. This
consideration would consist of $9.00 per share in ABIOMED common stock
and $1.50 per share in cash. So that you are not subject to the market
risk that you have experienced with Thoratec's stock price, we would be
prepared to structure this consideration as a fixed $10.50 price per
share as opposed to a fixed exchange ratio, the value of which fluctuates
prior to closing with the value of ABIOMED's stock. To ensure that our
proposal qualifies as a TCA Superior Offer under paragraph 5.4(e) of your
agreement with Thoratec, our proposal would include a cap structure that
would limit Thermo Cardio's shareholders to less than 50% of the combined
equity interests at closing.
*****
- Due Diligence. We completed all necessary due diligence during our prior
investigation of Thermo Cardio. We will cooperate with you so that you
can quickly complete any due diligence you feel you may need to conduct
regarding ABIOMED.
- Financing. In March 2000, ABIOMED completed a public equity offering
that raised proceeds of approximately $100 million and, as a result, has
sufficient funds to finance the cash portion of its proposal and
sufficient working capital for the successful operation of the combined
company.
- Conditions. We have enclosed a mark up of your contract with Thoratec,
indicating the minor changes required to convert it to a merger agreement
with ABIOMED, and we would be prepared to execute that agreement
immediately, or to meet with you immediately to discuss any other changes
you require. We have the support of our Board of Directors to make this
proposal, and a merger between ABIOMED and Thermo Cardio would only be
subject to the formal approval of our Board prior to executing the merger
agreement, the approval of each company's shareholders and receipt of
required governmental, regulatory and third-party consents. We are
confident that a combination between ABIOMED and Thermo Cardio would be
summarily approved by the federal antitrust authorities.
*****
S-A-1
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EXCERPTS FROM JANUARY 4, 2001 LETTER
FROM ABIOMED, INC. TO
THERMO ELECTRON CORPORATION AND
THERMO CARDIOSYSTEMS INC.
C/O J.P. MORGAN SECURITIES INC.:
Ladies and Gentlemen:
We are writing to reiterate our strong interest in ABIOMED acquiring Thermo
Cardio. We remain sensitive to issues of confidentiality in this matter.
However, in light of the disclosures made by you and Thoratec Laboratories in
your amended Form S-4, we hereby offer you $11.50 per share to acquire all of
the common stock of Thermo Cardio. Our $11.50 per share offer consists of $1.50
per share in cash and $10.00 per share in ABIOMED common stock. The terms of our
offer are consistent with those described in our December 12, 2000 letter with
the important exceptions that 1) the offer price is $1.00 per share higher and
2) we are now making an acquisition proposal rather than seeking permission to
make such a proposal.
*****
S-A-2
