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Exhibit (a)(5)(D)
Offering of new JOMED-shares
Share Offering Begins
Beringen, Switzerland, September 5, 2000, JOMED N.V. (SWX:JOM), the
medical-technology company, announced on August 6, 2000 that it had entered
into a merger agreement to acquire all of the outstanding common stock of
California-based EndoSonics Corporation (NASDAQ: ESON) for approximately US$
205 million. The purchase price will be financed in part through an offering of
new JOMED shares that is expected to produce gross proceeds of up to US$ 175
million. In connection with this equity offering, JOMED has granted * the
sole underwriter for the offering, an over-allotment option which could
increase the amount of proceeds produced from the offering to up to
approximately US$ 200 million. On August 25, 2000, at an extraordinary meeting,
JOMED's shareholders approved the issuance of the JOMED shares to be issued in
this Offering and waived their pre-emptive rights.
The bookbuilding period for the new shares commences today and is expected to
end on September 13, 2000. * and * are acting as joint lead managers and
bookrunners in the equity offering. The offer price for the new JOMED shares
will be determined based on market demand. The first day of trading for the new
shares on the SWX New Market is expected to commence on September 14, 2000. The
closing of the equity offering is conditioned upon, among other things, the
satisfaction of the conditions to the tender offer for the acquisition of
EndoSonics. The new shares will trade under a second ticker symbol (SWX: JOME)
until the closing of the offering of the new shares, which is currently
expected to take place on September 19, 2000. Upon the completion of the
offering, all shares of JOMED will trade under the usual ticker symbol (SWX:
JOM).
"By acquiring EndoSonics, JOMED obtains an excellent complement to its global
product range as well as to synergies with its international manufacturing
organization, "stated or Peters, Chief executive Officer of JOMED. "In
addition, JOMED will gain access to an established US sales force, helping it
to penetrate the large US market faster and more effectively."
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JOMED is the leading European developer and manufacture of stents
for interventional cardiology. It currently offers a range of more than 600
products in more than 60 countries. In 1999, JOMED achieved a turnover of EUR
34.7 million and a net profit of EUR 2.1 million. In the first half of 2000,
JOMED's turnover rose by 51% to EUR 29.9 million, and net profit rose by 178%
to EUR 2.6 million, over the first of 1999 amounts of EUR 19.8 million and EUR
0.9 million, respectively. After giving effect to the acquisition of
EndoSonics, the enlarged JOMED will have nearly 1000 employees and annualized
combined sales in excess of EUR 110 million based on annualized sales for the
first half of 2000. As a result of the acquisition of EndoSonics, JOMED intends
to become among the largest and fastest growing medical technology companies in
the world supplying innovative products for minimally invasive interventions in
blood vessels.
* Intentionally omitted
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For questions contact:
ANTTI RISTINMAA TOR PETERS
Chief Financial Officer Chief Executive Officer
Phone #46 42 490 60 34 Phone #41 52 674 58 06
***
THE FOREGOING DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES. THE SHARES TO BE ISSUED IN THE OFFERING DISCUSSED
ABOVE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER ANY OF THE
RELEVANT SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SHARES MAY NOT
BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, TO OR FOR THE ACCOUNT OF
ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), IN OR
INTO THE UNITED STATES, OR BY USE OF THE UNITED STATES MAILS OR BY ANY MEANS OR
INSTRUMENTALITY OF UNITED STATES INTERSTATE COMMERCE, ABSENT REGISTRATION OR AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.
THIS ANNOUNCEMENT MAY NOT BE DISTRIBUTED IN THE UNITED STATES, CANADA OR JAPAN.
