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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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Investor Contact: 781-622-1111
Media Contact: 781-622-1252
Thermo Cardiosystems Confirms Receipt of
Revised Acquisition Proposal from ABIOMED
WOBURN, Mass., January 11, 2001 - Thermo Cardiosystems Inc. (ASE:TCA) confirms
that today it received a revised unsolicited acquisition proposal from ABIOMED,
Inc. (NASDAQ:ABMD). As announced by ABIOMED in a news release issued earlier
today, ABIOMED proposes in the revised offer a merger it values at a price of
$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. ABIOMED's
previous offer, dated January 4, 2001, proposed a merger that it also values at
$11.50 per share - $10.00 in ABIOMED common stock and $1.50 in cash. Reproduced
at the end of this news release are portions of the letter from ABIOMED to
Thermo Cardiosystems.
The revised proposal does not specify to what extent ABIOMED would further
adjust the terms of the transaction in order to maintain its overall value of
$11.50 per share in the event that ABIOMED's stock price declines during the
period prior to closing so that the ownership interest of Thermo Cardiosystems
stockholders at closing does not exceed 50 percent of the combined entity.
On October 3, 2000, Thermo Cardiosystems and Thoratec Laboratories
Corporation (NASDAQ:THOR) entered into a definitive merger agreement. Under the
terms of the agreement, Thermo Cardiosystems is precluded from soliciting any
acquisition proposals or negotiating or entering discussions with any third
party concerning any potential acquisition of Thermo Cardiosystems, unless an
acquisition proposal is unsolicited and the board of directors determines, after
receiving advice from its financial advisor and after consulting with its
outside legal counsel, that the proposal is superior to the Thoratec merger. The
agreement with Thoratec provides that each issued and outstanding share of
Thermo Cardiosystems would be exchanged for 0.835 shares of newly issued
Thoratec stock.
On January 8, 2001, Thoratec requested that the Thermo Cardiosystems board
of directors reaffirm its recommendation in favor of the Thoratec merger. Under
the terms of the Thoratec merger agreement, if the Thermo Cardiosystems board of
directors does not reaffirm the recommendation within 10 days after the request,
Thoratec has the option to terminate the agreement and receive a $12 million
termination fee from Thermo Cardiosystems.
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 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
-more-
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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 11, 2001, letter from ABIOMED, Inc. to Thermo
Electron Corporation and
Thermo Cardiosystems Inc. c/o J.P. Morgan Securities Inc.:
Ladies and Gentlemen:
The purpose of this letter is to revise and clarify the terms of our offer
for Thermo Cardiosystems by increasing the cash component of the fixed $11.50
per share price to a minimum of $2.50 per share. The final size of the cash
component would be subject to negotiation. If this shift in consideration is of
value to you, it is also in our interest to distribute as few shares of stock as
possible.
The purpose of our prior offers was to confirm that you have an
alternative to your current arrangement with Thoratec Laboratories. We remain
very interested in talking with you about this opportunity as we have been since
last summer. In our view, the value of combining Thoratec and Thermo
Cardiosystems remains significantly lower than the potential value of combining
ABIOMED and Thermo Cardiosystems.
Please also note that in the event that you were to decide to merge Thermo
Cardiosystems with ABIOMED, we would seek to keep its LVAS operations in the
Woburn, Massachusetts area. We would also consider appropriate incentives to
management and key employees to ensure their retention in the new company.
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