SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
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Thermo Cardiosystems Inc.
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(Name of Registrant as Specified in Its Charter)
Thermo Cardiosystems Inc.
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(Name of Person(s) Filing Proxy Statement)
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Investor contact: 781-622-1111
Media contact: 781-622-1252
Thermo Cardiosystems Receives Further Revised
Acquisition Proposal from ABIOMED;
Separately, Board Reaffirms Support for Merger with Thoratec
WOBURN, Mass., January 18, 2001 - Thermo Cardiosystems Inc. (ASE:TCA) received
this afternoon a further revised acquisition proposal from ABIOMED, Inc.
(NASDAQ:ABMD). In the proposal, portions of which are reproduced at the end of
this news release, ABIOMED indicated it would be willing to offer Thermo
Cardiosystems shareholders the ability to elect to receive the $11.50 merger
consideration in either ABIOMED stock or in cash. These shareholder elections
would be pro rated such that the aggregate amount of cash and stock distributed
would remain the same as in its previous proposal, dated January 11, 2001. In a
previously scheduled meeting later in the day, the Thermo Cardiosystems board of
directors determined that it could not conclude that the latest revised ABIOMED
offer is superior to the proposed transaction with Thoratec Laboratories
Corporation (NASDAQ:THOR). Under the terms of the Thoratec merger agreement,
Thermo Cardiosystems is precluded from seeking information from ABIOMED, or
otherwise negotiating with ABIOMED, unless the Thermo Cardiosystems board of
directors determines, after receiving advice from its financial advisor and
after consulting with its outside legal counsel, that the ABIOMED proposal is
superior to the Thoratec merger.
During the meeting, the board also voted to reaffirm its recommendation in
favor of the adoption and approval of the company's proposed merger with
Thoratec. On January 8, 2001, Thoratec requested the reaffirmation after Thermo
Cardiosystems received its first unsolicited acquisition proposal from ABIOMED,
dated January 4, 2001. Under the terms of the Thoratec merger agreement, if the
Thermo Cardiosystems board of directors does not reaffirm its recommendation in
favor of the merger within 10 days after such a request, Thoratec has the option
to terminate the agreement and receive a $12 million termination fee from Thermo
Cardiosystems.
On January 4, 2001, ABIOMED proposed a merger that it values at $11.50 per
share - $10.00 in ABIOMED common stock and $1.50 in cash. On January 11, 2001,
Thermo Cardiosystems received a revised unsolicited acquisition proposal from
ABIOMED proposing a merger ABIOMED values at $11.50 per share, consisting of
$9.00 in ABIOMED common stock and a minimum of $2.50 in cash, subject to a cap
on the number of shares offered.
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.
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Other Important Information:
The proposed merger and the merger agreement between Thermo Cardiosystems and
Thoratec are described in a 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 (including the merger agreement) that
have been 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 December 29,
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.
Excerpts from January 18, 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 today to make clear certain matters with respect to our
previous offer to acquire Thermo Cardiosystems, Inc. and to express our
willingness to be flexible in regard to certain terms of our offer if such
flexibility would be useful to you.
Our Offer is Unsolicited. You have asserted that under the terms of your
merger agreement with Thoratec you may only consider "unsolicited" offers that
constitute "Superior Offers" (as defined in your merger agreement with
Thoratec). We hereby confirm that our offers have been completely unsolicited by
you. We continue to believe that our offers to you are Superior Offers. We
believe that you, upon review of our offer, will agree that it is Superior both
in nominal value today and upside potential for the future.
Possible Restructuring of Offer. We are willing to proceed with our $11.50
per share offer. We would also be willing, as an alternative, to offer your
shareholders the ability to elect to receive the $11.50 consideration either in
ABIOMED stock or in cash. These shareholder elections would be pro rated such
that the aggregate amount of cash and stock distributed would remain the same as
in our existing proposal. We believe that many TCA shareholders will want all
stock because of both the upside potential of ABIOMED shares and the opportunity
to avoid the taxes associated with cash distributions. This alternative
structure would meet the needs of shareholders who prefer stock to cash, while
at the same time increasing the per-share cash to be paid to those who prefer
cash.
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The Cap. You have publicly stated that the cap in our offer has made it
difficult for you to evaluate our proposals. We remind you that the cap is
included in our offers to ensure full compliance with the definition of Superior
Offer. If requested, we are available to discuss the cap with you at your
earliest convenience. We, however, do not expect the cap to come into play as it
is well below both our historical trading value and the ABIOMED twelve month
share price targets of $40-$50 set by the analysts from Salomon Smith Barney and
Banc of America Securities.
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