Boston Scientific Announces Offer
to Acquire Guidant at $80 Per Share
Clearly Superior to Johnson & Johnson Offer;
Boston Scientific Maintains Similar Credit Profile to Previous Offers
NATICK, Mass., Jan. 17 -- Boston Scientific Corporation (NYSE: BSX - News) today announced a compelling offer of $80 per share, or approximately $27 billion in the aggregate, to acquire Guidant Corporation (NYSE: GDT - News). This offer is set forth in a merger agreement that was executed by Boston Scientific and delivered to Guidant today.
"Our $80 per share offer for Guidant is compelling," said Pete Nicholas, Chairman of Boston Scientific. "We are providing Guidant shareholders with certainty of completion, significant upside potential and substantially more value today than the Johnson & Johnson transaction. By any objective measure, our offer is clearly superior to Johnson & Johnson's."
Under the terms of the amended offer, Boston Scientific will provide Guidant shareholders with:
Compelling Price: Boston Scientific will acquire all of the outstanding shares of Guidant for $80 per share, $42.00 in cash and $38.00 in Boston Scientific common stock, subject to a collar.
- Significant premium -- Boston Scientific's offer price represents a
premium of $3.3 billion (or $9 per share) over the purchase price
proposed to be paid by Johnson & Johnson, based on the closing price of
Johnson & Johnson common stock on Friday, January 13, 2006.
- Substantial
ownership -- Guidant shareholders will own approximately 36 percent
in the combined company with significant upside potential
and value (see attached exhibit).
Certainty of Value: Boston Scientific's price of $80 per share includes
an expanded collar that provides more certainty to Guidant shareholders
and interest payments for Guidant shareholders if the transaction does
not close by the end of the first quarter of 2006.
- Expanded collar through closing -- To provide Guidant shareholders
with additional certainty of value, Boston Scientific has adjusted the
bottom of the collar around the stock portion of the merger
consideration by $1 from $23.62 to $22.62, which is approximately 10
percent below the closing price of Boston Scientific stock on Friday,
January 13, 2006. The top of the collar remains $28.86. In addition,
Boston Scientific has moved the timing of the collar from just prior
to
the date of the Guidant shareholders meeting until just prior to the
closing date.
- Interest payments -- If the closing of the transaction does not occur
by March 31, 2006, the $80 per share price would be increased by
$0.0132 in cash for each day between April 1, 2006 and the date of
closing (representing an annual interest rate of 6 percent).
Credit Profile Maintained: Despite amending its offer, Boston Scientific
continues to maintain a credit profile similar to that of its previous
offers, including an investment grade rating.
Amended agreement with Abbott: Boston Scientific has amended its agreement
with Abbott under which Boston Scientific has agreed to divest Guidant's
vascular intervention and endovascular businesses, while agreeing to
share rights to Guidant's drug-eluting stent program. Under the amended
agreement with Abbott: the upfront purchase price that Abbott agreed
to pay Boston Scientific for the Guidant businesses will increase from
$3.8 billion to $4.1 billion; the amount of the loan that Abbott has
agreed to make to Boston Scientific will increase from $700 million to
$900 million (with a 4 percent interest rate).
Abbott has also agreed to purchase $1.4 billion of Boston Scientific
common stock (approximately 56 million shares), contingent upon the closing
of the Guidant acquisition. This would represent approximately 4 percent
of the combined company.
In total, under the amended agreement, Boston Scientific will receive
$6.4 billion in cash from Abbott on or around the closing date of the
Guidant transaction. This amount includes $4.1 billion in purchase price
and the remainder in equity and a loan.
Certainty of Completion: Boston Scientific has agreed that, if required,
it will divest all overlapping assets. As previously stated, this addresses
any perceived antitrust concerns articulated to Boston Scientific by
Guidant. Boston Scientific expects to complete the transaction by the
end of the first quarter of 2006.
- No financing condition -- The amended offer is not subject to any
financing condition. Boston Scientific's commitment letter from Bank
of America, N.A. and Merrill Lynch & Co. has been amended to reflect
the terms of the offer.
- Shareholder support -- Holders of approximately 30 percent of Boston
Scientific shares have agreed to vote their shares in favor of the
proposed transaction.
In a letter to Guidant's Board of Directors, Boston Scientific said
that its amended offer will expire at 5:00 p.m. ET on January 17, 2006,
unless
the Guidant Board has declared Boston Scientific's improved offer superior
to the current Johnson & Johnson $71 per share offer (based on the closing price of Johnson & Johnson's
common stock on Friday, January 13, 2006). If the Guidant Board declares
Boston Scientific's amended offer superior by 5:00 p.m. ET on January
17, 2006, Boston Scientific's offer will remain open until close of business
on January 25, 2006.
Under the terms of the amended Boston Scientific offer, each share of
Guidant common stock will be exchanged for $42.00 in cash and $38.00
in Boston Scientific common stock, based on the average closing price
of Boston Scientific common stock during the 20 consecutive trading
day period ending three days prior to the closing date. If the average
closing price of Boston Scientific common stock during such period is
less than $22.62, Guidant shareholders will receive 1.6799 Boston Scientific
shares for each share of Guidant common stock, and if the average closing
price of Boston Scientific common stock during such period is greater
than $28.86, Guidant shareholders will receive 1.3167 Boston Scientific
shares for each share of Guidant common stock.
Boston Scientific intends to file its offer letter, the attachments
and the revised Merger Agreement with the Securities and Exchange Commission
today, January 17, 2006.
Shearman & Sterling LLP is acting as legal counsel to Boston Scientific, and Merrill Lynch & Co., Bear, Stearns & Co.
Inc., and Banc of America Securities LLC are acting as financial advisors.
Attached please find two exhibits. Full color downloads of the slides
will be available at http://www.bostonscientific.com in the Investor
Relations section. To access the slides, please click on the "Reports and Webcast" link followed by the "Go to Webcast and Archives" link.
Boston Scientific's amended offer is outlined in a letter from Boston
Scientific Chairman Pete Nicholas and President and Chief Executive
Officer Jim Tobin to Guidant Chairman James M. Cornelius. The text of
the letter is included below.
January 17, 2006
Board of Directors
Guidant Corporation
111 Monument Circle, Suite 2900
Indianapolis, IN 46204
Attn: James M. Cornelius
Chairman of the Board
Dear Jim:
We are submitting a further revised offer to combine the businesses
of our two companies. The terms and conditions of our revised offer
are reflected in the signed copy of the revised merger agreement that
we have attached to this letter and are otherwise described herein.
Our revised offer supersedes the offer submitted to Guidant on January
12, 2006.
The principal revisions to our offer are as follows:
- Purchase Price
-- We have revised our offer to increase the purchase
price from $73 per Guidant share to $80 per Guidant share, which represents
$2.5 billion
of additional aggregate value over our January 12 offer and
$3.3 billion of additional aggregate value over the purchase price
proposed to be paid by Johnson & Johnson on January 13, 2006.
- Cash and Stock Components of Purchase Price
-- Cash represents the substantial portion of the additional consideration
included in our revised offer. Under our revised offer, each share
of Guidant common stock will be exchanged for $42 in cash and $38 in
Boston Scientific common stock, subject to the revised collar described
below.
--
Based upon Friday's closing price of our shares, upon consummation
of the proposed transaction, Guidant shareholders would own approximately
36% of the combined company.
- Collar
-- To provide your shareholders with additional certainty of value,
we have decreased the low end of the collar by $1 to $22.62 (representing
10.25% below Friday's closing price of our shares).
-- In order to provide Guidant shareholders with even more certainty
of value, we have moved the timing of the collar from just prior to the
date of the Guidant shareholders meeting until just prior to the
closing date.
The foregoing changes represent the principal revisions to our January
12 offer, and the other features of our previous offer remain the same,
including our agreement to divest overlapping assets and to pay interest
on the merger consideration at an annual rate of 6% if the closing of the
proposed transaction is delayed beyond March 31, 2006.
In addition to the $9 difference in the face value between the price we
are offering to pay and the price proposed to be paid by Johnson & Johnson,
we strongly believe that owning our stock will present your shareholders
with
significant upside potential. To further your understanding of this, we
attach a letter that explains the potential strategic benefits associated
with the
combination of our two companies.
We have amended our agreement with Abbott under which we have agreed to
divest Guidant's vascular intervention and endovascular businesses, while
agreeing to share rights to Guidant's drug eluting stent program. Under
the amended agreement, Abbott has agreed to increase the purchase price
for the divested assets from $3.8 billion to $4.1 billion, as well as to
increase the aggregate funds that Abbott has agreed to lend us from $700
million to $900 million (with a 4% interest rate). Additionally, Abbott
has agreed to purchase $1.4 billion of our common stock (approximately
56 million shares), contingent upon closing of the proposed Boston Scientific-Guidant
merger.
Our commitment letter from Bank of America, N.A. and Merrill Lynch & Co.
has been amended to reflect the terms of our revised offer. A copy of the
amended letter will be sent to you shortly.
Our board of directors has unanimously approved the submission of our revised
offer as reflected in the signed merger agreement that is attached hereto
and as otherwise contemplated by this letter. In addition, holders of approximately
30% of Boston Scientific shares have agreed to vote their shares in favor
of the proposed transaction. We believe that our revised offer constitutes
a "superior proposal" as contemplated by the terms of Guidant's amended
merger agreement.
Our revised offer will remain open for acceptance until 4:00 pm on January
25, 2006, provided that our offer will automatically terminate at 5:00
pm today, Tuesday, January 17, 2006, if you have not delivered written
notice
to us prior to such time that: (i) your board of directors has determined
that our revised offer constitutes a "superior proposal" under the terms of Guidant's amended merger agreement with Johnson & Johnson and (ii) you have notified Johnson & Johnson
of your intention to terminate the amended merger agreement pursuant to
the terms of Section 4.02 thereof. Assuming that you have delivered the
foregoing
notice to us, you may accept our revised offer by signing and returning
a copy of the attached merger agreement to us by 4:00 pm on January 25,
2006.
We believe that our revised offer presents a compelling opportunity for
both our companies, and look forward to your prompt response.
Very truly yours,
/s/ Pete Nicholas
/s/ Jim Tobin
Boston Scientific Corporation
Boston Scientific is a worldwide developer, manufacturer and marketer
of medical devices whose products are used in a broad range of interventional
medical specialties. For more information, please visit: http://www.bostonscientific.com.
Forward.Looking Statements
This press release contains "forward-looking statements," including, among other statements, statements regarding the proposed business combination between Boston Scientific Corporation and Guidant Corporation, and the anticipated consequences and benefits of such transaction. Statements made in the future tense, and words such as "anticipate", "expect", "project", "believe", "plan", "estimate", "intend", "will", "may" and similar expressions are intended to identify forward-looking statements. These statements are based on current expectations, but are subject to certain risks and uncertainties, many of which are difficult to predict and are beyond the control of Boston Scientific. Relevant risks and uncertainties include those referenced in Boston Scientific's filings with the Securities and Exchange Commission ("SEC") (which can be obtained as described in "Additional Information" below),
and include: general industry conditions and competition; economic conditions,
such as interest rate and currency exchange rate fluctuations; technological
advances and patents attained by competitors; challenges inherent in new product
development, including obtaining regulatory approvals; domestic and foreign
health care reforms and governmental laws and regulations; and trends
toward health
care cost containment. Risks and uncertainties relating to the proposed transaction
include: Boston Scientific and Guidant will not enter into any definitive agreement
with respect to the proposed transaction; required regulatory approvals will
not be obtained in a timely manner, if at all; the proposed transaction will
not be consummated; the anticipated benefits of the proposed transaction will
not be realized; and the integration of Guidant's operations with Boston Scientific
will be materially delayed or will be more costly or difficult than expected.
These risks and uncertainties could cause actual results to differ materially
from those expressed in or implied by the forward-looking statements, and therefore
should be carefully considered. Boston Scientific assumes no obligation to
update any forward-looking statements as a result of new information or
future events
or developments.
Additional Information
This material is not a substitute for the prospectus/proxy statement and
any other documents Boston Scientific and Guidant would file with the
SEC if a definitive agreement with Guidant is executed. Investors and
security holders are urged to read such prospectus/proxy statement and
any other such documents, when available, which would contain important
information about the proposed transaction. The prospectus/proxy statement
would be, and other documents filed or to be filed by Boston Scientific
and Guidant with the SEC are or will be, available free of charge at the
SEC's website (www.sec.gov) or from Boston Scientific by directing a request
to Boston Scientific Corporation, One Boston Scientific Place, Natick,
Massachusetts 01760-1537, Attention: Milan Kofol, Investor Relations.
Boston Scientific is not currently engaged in a solicitation of proxies
from the security holders of Boston Scientific or Guidant in connection
with Boston
Scientific's proposed acquisition of Guidant or in connection with Johnson & Johnson's
proposed acquisition of Guidant. If a proxy solicitation commences, Boston
Scientific, Guidant and their respective directors, executive officers and
other employees
may be deemed to be participants in such solicitation. Information about Boston
Scientific's directors and executive officers is available in Boston Scientific's
proxy statement, dated April 4, 2005, for its 2005 annual meeting of stockholders.
Additional information about the interests of potential participants will be
included in the prospectus/proxy statement Boston Scientific and Guidant would
file if a definitive agreement with Guidant is executed.
Contacts
Milan Kofol (508-650-8569) (cell: 617-834-8595)
Investor Relations, Boston Scientific Corporation
Paul Donovan (508-650-8541) (cell: 508-667-5165)
Media Relations, Boston Scientific Corporation
Steve Frankel / Steve Silva (212-355-4449)
Joele Frank, Wilkinson Brimmer Katcher
###
One Boston Scientific Place
Natick, MA 01760
Tel: 508-650-8567
Fax: 508-650-8960
January 17, 2006
Board of Directors
Guidant Corporation
111 Monument Circle,
Suite 2900
Indianapolis, IN 46204
To The Guidant Board
of Directors:
We would like to take
this opportunity to
reiterate our enthusiasm
for the strategic combination
of Guidant and Boston
Scientific, as evidenced
by our third superior
offer to Guidant outlined
in the letter to which
this Exhibit is attached.
Our continued efforts
to consummate a transaction
with your company reflect
our deep conviction
that the strategic merits
of this industry-transforming
combination would create
substantial value for
your shareholders as
well as for ours. The
investment community
(including numerous
large Guidant shareholders)
and financial analysts
who closely follow our
industry and our respective
companies have widely
articulated this sentiment.
Our message is simple:
Boston Scientific represents
the best partner for
Guidant, and our combination provides the most upside to Guidant's shareholders.
We believe it is extremely important that the Board of Guidant fully understands
and appreciates the strategic and financial benefits and the immediate-
and long-term value that this combination provides to our collective shareholders.
We strongly believe that the clear upside potential in our stock should
this transaction occur makes our proposal worth more than our $80 per
share offer. The dynamic
that our stock increases
when the market believes
Boston
Scientific will prevail in its bid for Guidant demonstrates this potential
upside and must be taken into account when reviewing our proposal relative
to any counter-proposal from Johnson & Johnson ("J&J"). To ensure that
there is clarity among your Board and shareholders about these merits,
the balance
of this letter outlines why we believe that partnering with Boston Scientific
represents the most sustainable, value-enhancing opportunity for Guidant,
its shareholders and its employees.
Boston Scientific's common stock provides Guidant's shareholders with
significantly more upside potential than J&J's common stock.
Our commitment to innovation and ability to execute on our strategy has
resulted in significant historical returns for Boston Scientific shareholders.
Similar to Guidant, we have a proud history of entrepreneurial innovation,
having developed and acquired over 15,000 products used to improve the
health of millions of patients over the past 25 years. Our remarkable
growth over
this period reflects this innovation and achievement with compounded annual
revenue growth of approximately 18% over the past 10 years (see exhibit
1). For Boston Scientific's shareholders, this performance has translated
into approximately 240% stock price appreciation over the last five years
and nearly 500% appreciation since the company's initial public offering
in 1992 (see exhibit 2). These shareholder returns are superior to those
of J&J's common stock over the respective periods; in particular, since 2001, Boston Scientific shares have significantly outperformed J&J
shares by a factor of approximately eight times on a return basis. Boston
Scientific has built an enviable product portfolio with 80% of current
revenues derived from products with leading market positions (see exhibit
3). The
company also has a robust product development pipeline, including a leading
neuromodulation platform, which will enable us to continue to drive our
growth and strong financial performance (see exhibit 4). The Boston Scientific
founders and management team that have delivered these spectacular results
remain deeply engaged in setting the strategy and executing on the operations
of the current organization and, as significant shareholders of Boston
Scientific, are acutely focused on stockholder returns and interests.
The business and growth profile of a combined Boston Scientific-Guidant
is extremely attractive and should be compelling to Guidant's Board and
shareholders. We believe the combined company would create significant
value for Boston Scientific and Guidant shareholders through diversification,
growth and transformational operating capabilities. With respect to diversification,
the combined company would consist of a balanced mix of leading platforms
in the interventional cardiology, CRM, neuromodulation and endosurgery
segments
(see exhibit 5), each powerful contributors to the future growth prospects
of the combined company. With respect to growth, we expect that the combined
entity would generate consistent, double-digit top-line growth in excess
of 12% per annum, growth in cash flow of approximately 18%, and growth
in earnings of 20% (see exhibit 6). These growth rates would far exceed
J&J's expected growth; our combination would not expose your shareholders to the slow (to negative) growth of the pharmaceutical or consumer businesses (see exhibit 7). In addition, the strong financial profile articulated above, coupled with the pro forma capitalization of the combined company, would provide your shareholders ownership in what we and our financial advisors fully expect to be a strong and growing investment-grade company. Finally, with respect to transformational capabilities, the leadership positions of our combined businesses and enhanced operating capabilities will create the opportunity to pursue significant revenue and operating synergies. Through our combination, we will establish the company as the second largest, "pure-play" medical
device company in the world with total revenue in 2006 approximating $9.0
billion. Moreover, the combined company would offer the most comprehensive
portfolio of innovative cardiovascular devices to patients and physicians,
with cardiovascular sales in excess of $7.0 billion rivaling that of Medtronic
(see exhibit 8).
Our proposed transaction allows Guidant and its shareholders to be "true partners" with Boston Scientific and to significantly share in the "upside" of the combined company. We believe the 36% ownership position your shareholders would obtain post-transaction is more compelling than the 5% ownership they would receive under the transaction with J&J. Based on the history and fundamental quality of your business, you have repeatedly expressed to us the deep conviction that your CRM market share will recover. A transaction with Boston Scientific affords Guidant's shareholders the opportunity to share in this upside in a significantly more meaningful way than under a transaction with J&J. Specifically, we estimate our transaction would give your shareholders 10x the upside potential from the expansion of CRM market share over Guidant's current estimates, as compared to a transaction with J&J
(see exhibit 9). Their larger pro forma ownership in the combined company
will provide Guidant shareholders the ability to participate in the expected
intermediate-term recovery of your CRM business, the continued strength
of our DES and endosurgery franchises and our emerging opportunity in
neuromodulation. Moreover, we believe the combination of our product pipeline
with Guidant's
CRM and DES product development initiatives will provide a sustainable
competitive advantage and steep growth trajectory into the future.
Boston Scientific's demonstrated ability to acquire and integrate companies
optimizes the success of this powerful combination. We have a history
of successful, shareholder value-enhancing acquisitions, with over 25
acquisitions completed since 1995. We are adept at integrating these businesses
and the talent they bring in an extremely efficient and productive manner.
Acquisitions like Scimed, Schneider and Advanced Bionics represent a sampling
of our success stories, realized, in part, because of the innovative,
merit-based culture we foster and talent retention we enjoy as a result.
We believe the success of our transactions begins with delivering fair
value to our acquired businesses. Unlike J&J, we do not exploit opportunities to deprive target shareholders of value as it is attempting to do in this transaction. J&J's actions in publicly and privately criticizing the value and long-term prospects of the Guidant franchise by claiming that a "Material Adverse Change" had occurred, only acted to damage your company's strong business and excellent franchise. These claims by J&J regarding your business and its prospects are contradictory, puzzling and somewhat irreconcilable with their recent actions in twice raising their (reduced) price to pursue this transaction. We do not believe that these types of unduly "heavy handed" and unfair negotiations lead to sustainable and productive relationships. Rather, we believe in negotiating in "good faith" and
incentivizing our partners by sharing in the upside. Acquisitions are
long-term relationships based on solid strategic and financial logic,
retention of
talent and trust.
Once we acquire companies, we seek to leverage and capitalize on growth
opportunities and enhance their strength. Over the past five years, we
have spent $2.3 billion on R&D and $3.5 billion on external investment
across all our business lines, existing and acquired. The on-going support
and
investment in our acquired businesses is also another factor in the repeated
success of our transactions. Given the importance of your CRM business
to our combined companies and to the strategic logic of the transaction,
it
will undoubtedly receive all the significant resources and management
attention needed to ensure its growth and success. Your CRM business within
our organization
will not be another division of a large conglomerate. We believe our organizations
have complementary philosophies and entrepreneurial cultures that will
allow us to successfully combine our businesses and create a truly unique
company.
We look forward to the prospect of welcoming the Guidant managers, employees
and shareholders into the Boston Scientific family. We fully expect to
live up to our past performance and track record of successful and productive
integrations.
The positive market reaction to Boston Scientific's proposed acquisition
of Guidant is validation of the sound strategic and financial rationales
for the transaction that will lead to superior stock market returns. The
investment community clearly recognizes the value that the Boston Scientific-Guidant
combination provides to shareholders. Unlike many large proposed acquisitions,
the financial markets have embraced this transaction, and it has been
extremely well-received and understood. Selected Wall Street commentary(1)
about the Boston Scientific-Guidant combination includes the following:
- "We believe an acquisition [of Guidant] would make Boston Scientific a
'must own' stock in the medical device sector ... " -- UBS, 12/20/05
- "Assuming BSX successfully completes (and integrates) the GDT
acquisition, we believe the shares could see 35-40% upside..." --
Lehman Brothers, 1/3/06
- "The combined Boston Scientific-Guidant franchise would create a
powerful company -- essentially recreating the 'old Guidant' and then
some -- that would rival the size and strength of Medtronic." --
UBS, 1/12/06
- "With potential 56% return in two years, BSX ... has the greatest
upside in our big-cap coverage. At JNJ's growth rate -- if it can be
maintained at 10% and an incremental 1% dividend over GDT -- it would
take five and a half years to garner the same return as the BSX deal
would bring in two." -- JMP Securities, 1/9/06
- "Should Boston Scientific prevail in its bid for Guidant, then we think
that the stock could be materially higher (up >30% relative to the
market) within 18 months." -- SG Cowen, 1/9/06
- "We believe the GDT/BSX [transaction] makes complete sense ... if the
GDT/BSX deal goes through, we believe BSX could offer more potential
upside than any large cap stock in our universe." -- Jefferies & Co.,
1/10/06
In addition, Wall Street analysts are forecasting immediate enhanced shareholder
value and significant multiple expansion for the combined company's stock.
Looking across a wide sample of these forecasts, the average price target
is $35.73 for pro forma Boston Scientific-Guidant, representing a premium
in excess of 40% over Boston Scientific's current trading price of $25.20
as of January 13, 2006. Based on this average target price, Guidant shareholders
could realize almost $16 of stock price appreciation under a Boston Scientific
transaction as compared with approximately $4 of potential appreciation
based on J&J's projected price target per Wall Street research (see exhibit
10).(2) Furthermore, many of Guidant and Boston Scientific's large shareholders
have expressed enthusiasm for this combination and appreciation for the
potential sustainable upside that this combination provides.
The timing and certainty issues relating to Boston Scientific's proposed
acquisition of Guidant are overstated and have been adequately addressed.
Our due diligence and extensive discussions with the Federal Trade Commission
("FTC") should provide Guidant's Board with substantial comfort regarding our ability to close the transaction expeditiously. The Boston Scientific offer provides certainty of closing in the near-term, with down-side risk protection for any unforeseen regulatory delays. As an experienced acquiror of medical technology companies, we, along with our legal and financial advisors, are acutely aware of the potential regulatory and antitrust issues that may arise with acquisitions. The FTC, having recently reviewed the J&J
transaction, is familiar with the cardiovascular industry, as well as
the players and competitive landscape. We have had extensive discussions
with
the FTC regarding potential antitrust issues with our proposed transaction
and believe that regulatory clearance can be obtained expeditiously. The
sale of the Vascular Intervention and Endovascular businesses to Abbott
Laboratories has been specifically crafted to address the potential antitrust
issues that may exist and has also been discussed extensively with the
FTC. The collective confidence of Boston Scientific and our advisors in
the antitrust
solution we have proposed is evidenced by our agreement to divest all
overlapping assets if necessary.
We have strong incentives to close the transaction efficiently and expeditiously.
Our second offer delivered on January 12, 2006, and our current offer
delivered today express the confidence we have in a timely close by providing
your shareholders with incremental cash consideration in the event of
a delay of our proposed closing date of March 31, 2006 (see exhibit 11).
Finally, we have every intention of combining the companies as soon as
possible so we can begin to capitalize on the strength of the Boston Scientific-Guidant
platforms and deliver shareholder value.
We are committed to consummating a transaction with you.
In conclusion, we would like to stress our commitment and excitement regarding
the Boston Scientific-Guidant combination. We believe that there are extremely
sound financial and strategic rationales underlying this transaction that
will translate into business successes and significant returns for both
Boston Scientific and Guidant shareholders. Joining our two companies
together and leveraging our collective strengths would represent a most
unique opportunity to create a leading pure-play medical device company
that would continuously innovate to deliver life-saving technologies to
patients and redefine the most important product categories in the medical
device field today. We look forward to a positive recommendation from
the Guidant Board that will allow us to pursue this transaction and deliver
significant shareholder value.
Respectfully yours,
Pete Nicholas
Chairman & Founder
Boston Scientific Corporation
(1) Permission to use the Wall Street quotes listed was neither sought
nor received.
(2) This analysis is based solely on recent Wall Street estimates and
projections.
Below are full color downloads of the slides. These slides are also
available at http://www.bostonscientific.com in the Investor Relations
section.
To access the slides, please click on the "Reports and Webcast" link followed by the "Go to Webcast and Archives" link.
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Source: Boston Scientific Corporation |