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Boston Scientific Corporation and Rubicon Medical Corporation Amend Agreements and Boston Scientific Exercises Option to Acquire Control of Rubicon |
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Boston Scientific now owns approximately
53.6 percent of Rubicon on a fully diluted basis and
will commence a cash tender offer for the remaining outstanding shares of Rubicon |
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NATICK, Mass. & SALT LAKE CITY -- April 14, 2005 -- Boston Scientific Corporation (NYSE:BSX - News) and Rubicon Medical Corporation (OTCBB:RMDC - News) today announced that concurrently with the amendment of their existing agreements, Boston Scientific exercised its option to acquire and acquired the Rubicon shares held by Rubicon's principal stockholders. This action triggered Boston Scientific's obligation to commence a cash tender offer for the other issued and outstanding shares of Rubicon's common stock at a price of $1.50 per share together with additional potential earn-out payments in the aggregate amount of up to $1.44 per share. The total price payable by Boston Scientific will be approximately $71.7 million initially with up to approximately $83.7 million in additional earn-out payments if all post-acquisition milestones are achieved. The Transaction Agreement and Option Agreements among Boston Scientific, Rubicon and Rubicon's principal stockholders (Chairman, David Berger and President and Chief Executive Officer, Richard Linder) were amended to reduce the initial price payable by Boston Scientific to the stockholders of Rubicon, except Berger, from $2.00 per share to $1.50 per share and from $2.00 per share to $0.79 per share in the case of Berger, reduce the aggregate potential earn-out payments from $1.50 per share to $1.44 per share, and change the performance milestone events required to be achieved as a precondition to payment of such earn-out amounts. The earn-out payments are now tied to three milestones as follows:
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. About Rubicon Medical Rubicon Medical Corporation (www.rubiconmed.com) is a Salt Lake City-based developer and manufacturer of interventional vascular medical devices and products. The company focuses on minimally invasive endovascular techniques and products that are safer and more cost effective than surgery. Notice to Investors: This announcement does not constitute an offer to purchase nor a solicitation of an offer to sell any securities. The tender offer for the outstanding shares of Rubicon common stock described in this announcement has not commenced. Any offers to purchase or solicitation of offers to sell will be made only pursuant to an offer to purchase and related materials filed with the Securities and Exchange Commission. The offer to purchase and related materials will contain important information and should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to all stockholders of Rubicon at no expense to them. In addition, all of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC's web site (http://www.sec.gov). Rubicon Filter is a trademark of Rubicon Medical Corporation.
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