Exhibit 99.1
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Exhibit 99.1
Philips / Volcano Merger Presentation
December 17, 2014
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Additional Information
The tender offer described in this communication (the “Offer”) has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Volcano Corporation (“Volcano”) or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the United States
Securities and Exchange Commission (the “SEC”) by Philips and a Solicitation/Recommendation
Statement on Schedule 14D-9 will be filed with the SEC by Volcano. The offer to purchase shares of Volcano common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/ RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The tender offer statement will be filed with the SEC by Clearwater Merger Sub, Inc., a wholly owned subsidiary of Philips Holding USA Inc., which is a wholly owned subsidiary of Royal Philips, and the solicitation/recommendation statement will be filed with the SEC by Volcano. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the Information Agent for the offer, which will be named in the tender offer statement.
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Cautionary Statement Regarding Forward-Looking Statements
This release may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Philips and certain of the plans and objectives of Philips with respect to these items, including without limitation completion of the tender offer and merger and any expected benefits of the merger. Completion of the tender offer and merger are subject to conditions, including satisfaction of a minimum tender condition and the need for regulatory approvals, and there can be no assurance that those conditions can be satisfied or that the transactions described in this release will completed. Often, but not always, forward-looking statements can be identified by the use of words such as “plans,” “expects,” “expected,” “scheduled,” “estimates,” “intends,” “anticipates,” “projects,” “potential,” “continues” or “believes,” or variations of such words and phrases or state that certain actions, events, conditions, circumstances or results “may,” “could,” “should,” “would,” “might” or “will” be taken, occur or be achieved. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, (i) the risk that not all conditions of the Offer or the merger will be satisfied or waived; (ii) uncertainties regarding the two companies’ ability to successfully market both new and existing products; (iii) uncertainties relating to the anticipated timing of filings and approvals relating to the Transactions; (iv) uncertainties as to the timing of the Offer and merger; (v) uncertainties as to how many of Volcano’s stockholders will tender their stock in the Offer; (vi) the possibility that competing offers will be made; (vii) the failure to complete the Offer or the merger in the timeframe expected by the parties or at all; (viii) the outcome of legal proceedings that may be instituted against Volcano and/or others relating to the Transactions; (ix) Volcano’s ability to maintain relationships with employees, customers, or suppliers; (x) domestic and global economic and business conditions; (xi) developments within the euro zone; (xii) the successful implementation of
Philips’ strategy and the ability to realize the benefits of this strategy; (xiii) legal claims; (xiv) changes in exchange and interest rates; (xv) changes in tax rates, raw materials and employee costs; (xvi) the ability to successfully exit certain businesses or restructure the operations; (xvii) the rate of technological changes; (xviii) political, economic and other developments in countries where Philips operates; and (xix) industry consolidation and competition. Any forward-looking statements in this release are based upon information known to Philips on the date of this announcement. Philips undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
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What Did We Announce?
Transaction Details
Philips to acquire Volcano for a total value of approximately $USD 1.2 billion
(approx. EUR 1 billion), inclusive of Volcano’s cash and debt
Transaction to be executed through a tender offer of $18.00 per share for all outstanding shares of Volcano
Expected to close in Q1-2015
Transaction Summary
Combines two industry leaders in IGT
Volcano employees will become part of a dedicated, new IGT business group within Philips
Combines Volcano’s leading IP position and product portfolio with Philips’s global scale and resources
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More About Philips
Leading health and well-being company headquartered in Amsterdam, with a rich history of innovation for over 100 years
Manufactures a broad range of medical devices and consumer products focused on health
Truly global company with approximately 115,000 employees in more than 100 countries, and annual revenues of more than $28 billion
Over the past few years, Philips has built a leading IGT business through strategic investments in R&D, partnerships and technology licenses
Over 2,000 of our current systems are used along with Philips systems at Volcano customers around the world
Have worked closely with Philips’s IGT for over five years
Mutually beneficial business relationship and strong admiration for Philips’s technology leadership, people, culture and values
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Philips Introduction
Bert van Meurs
December 17, 2014
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Philips will create two focused companies
Royal Philips
Focused on the EUR 100+ billion HealthTech opportunity
Serving the Health Continuum
Leveraging strengths of Healthcare and Consumer Lifestyle
Philips Lighting
Focused on the EUR 60+ billion Lighting solutions opportunity
Establishing stand-alone Lighting structure
LED Components & Automotive
(Announced in June 2014)
EUR 14.8 billion sales 20131
EUR 8.4 billion sales 20132
1Excluding Lifestyle Entertainment; including IG&S revenue allocation
2Including LED Components & Automotive; including IG&S revenue allocation
Note—Following the completion of the divestment of the AVM&A business, prior-period financials have been adjusted (for details please refer to note 1 “Significant accounting policies” in the Q2 2014 Quarterly report and Semi-annual report)
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A rich 100+ year history in Healthcare
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Presence in more than +100 countries
Philips has R&D sites and manufacturing in all continents
North America
Asia
EMEA
Latin America
9 1 Source: Philips Annual Report 2013.
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Enabling coordinated care across the Health Continuum
Healthy Healthy Living Living
Healthy Living
Prevention
Diagnosis
Treatment
Treatment
Recovery
Recovery
Home Care
Home Care
Consumers increasingly engaged in their health journey
Increased emphasis on population health
Ongoing focus on total quality and cost of care
Care shifting to lower cost settings and homes
Opportunities from intersection of consumer and clinical spaces Customers expressing need for integrated solutions
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Building the leader in HealthTech
Share of HealthTech sales1
Healthy Living Prevention Diagnosis Treatment Recovery Home Care
Healthy Living Prevention Diagnosis Treatment Recovery Home Care
Personal Care 11%
Domestic 15% Appliances
Health & 7% Wellness
Imaging Systems 24%
Patient Care & 152% Clinical Informatics
Home 10%
Healthcare Solutions
Healthcare Informatics, Solutions & Services
Customer Services 18%
Philips well-positioned to lead
1 Sales last 12 months June 2014
11 2
Combined Patient Care & Clinical Informatics and Healthcare Informatics, Solutions & Services (not reported separately)
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Philips strongly positioned with an integrated HealthTech approach
Key building blocks to capture the opportunity
Portfolio of connected consumer devices and propositions
Leading portfolio of medical devices and relationships
End-to-End integrated solutions
Integration of digital health data across the Health Continuum
Strong starting position
Broad installed base of personal health and medical, monitoring and measurement devices
Broad channel access in home and clinical environments
Strong relationships with critical eco-system participants
Deep data stores insights into clinical and consumer needs
Imaging, digital analytics and clinical decision support experience
Trusted Philips brand
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Diagnosis and treatment
At the heart of the Health Continuum
Healthy Healthy Living Living Prevention Diagnosis Treatment Recovery Home Care
Healthy Living Prevention Diagnosis Treatment Recovery Home Care
Imaging Diagnostics & Image-
Guided Therapy
Healthcare Transformation Services
HealthSuite Digital Platform – enabling solutions
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Imaging diagnostics
From single systems to integrated diagnostic solutions
Digital Imaging
Ingenia 1.5T S Digital MRI
Unique imaging and workflow benefits
IQon Spectral CT
Allows tissue characterization, retrospectively and on-demand
Philips Affinity
Delivers clinical accuracy, consistently and quickly
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Advanced Informatics
IntelliSpace Portal 7
Visualize integrated information for decision support
Patient management solution
Comprehensive CT lung screening program
IntelliSpace Enterprise Informatics Solutions
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Advancing treatment with image-guided therapy
Integrated solutions
Strong technology platforms and clinical Integration
Leadership positions in iXR1 and Ultrasound
Real time image processing
Device miniaturization
Deep clinical expertise
Expanding range of clinical applications for minimally invasive interventions
Wide range of clinical software solutions
Procedure planning, navigation and monitoring software
Disease specific applications
Integration of multimodality imaging techniques
Value-added services
Maintenance and utilization services
Education
Consultancy and integration services
X-ray radiation dose management services
15 1 iXR – Interventional X-Ray
2 US News & World Report
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Wide range of unique therapy guidance solutions
Cardiology
Oncology
Neurology
HeartNavigator
Planning and navigation of TAVI
EchoNavigator
Fusing live X-ray and live echo to guide structural heart disease procedures
EPNavigator
Planning and navigation of EP procedures
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OncoSuite
World’s first complete interventional solution for tumor ablation and embolization
NeuroSuite
Supports catheter guidance through narrow vessels
Allows more effective device placement
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Innovating with industry-leading partners
100% of the top 50 U.S. Heart
Surgery and Cardiology
hospitals2 in 2014 have
chosen Philips
Plus:
– University Hospital Eppendorf
– University Hospital Beaujon
– University Hospital Zurich
– Antonius Hospital Nieuwegein
Top 50 cancer hospitals in the United States named by US News in 2014
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Building the leader in Image-guided therapy
Initiate new growth engines
expansion into in adjacencies and growth markets
More effective sales channels
Leading systems integrator
Develop solutions
Systems integrator
Suite of education, consultancy and integration services to accelerate standardization of care and advancing procedures on the maturity curve
Support with new business models
Establishment of ventures to prepare for entry in new markets
Strengthen the core
Strong technology platforms and pipeline of innovations
Expansion within interventional cardiology , neurology and into oncolo
Partnerships with industrial and clinical innovators
Development of predictive maintenance and performance services
2014
2015
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Philips and Volcano, a merger of strengths We share a Vision and Passion for Healthcare
Mission:
Improving people’s lives through meaningful innovation
Vision:
At Philips, we strive to make the world healthier and more sustainable through innovation. Our goal is to improve the lives of 3 billion people a year by 2025. We will be the best place to work for people who share our passion. Together, we will deliver superior value for our customers and shareholders.
Mission:
To improve the lives of patients
Vision:
Through innovation and dedication to our values, we seek to provide the means for superior therapeutic solutions that enable patients to live long fulfilling lives.
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PHILIPS
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What Does This Mean for Volcano Employees?
GROWTH: Today’s announcement is about growth and positioning Volcano at the forefront of the global IGT industry
CAREER DEVELOPMENT: Expanded growth and career development opportunities for many Volcano employees as part of the larger Philips organization
SCALE: Joining with Philips will provide increased scale to capitalize on the large and growing global IGT market, accelerate our goals of improving patient outcomes on a global basis, lowering cost and delivering innovative diagnostics and therapies
GLOBALIZE: Shared expertise in the IGT market will allow us to further globalize IVUS and FFR products and continue to innovate in new product areas
Philips: an Ideal Fit for Volcano
Employees gain the enhanced resources to support our customers and the added benefits of being a part of a larger organization
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What Are the Next Steps?
Business as Usual: Until closing, will continue to operate as an independent company
Focused on Customers: Merger announcement has no impact on day-to-day operations or customer contacts
Speak with One Voice: Please immediately forward any outside inquiries regarding the transaction to Jacquie Keller
Keeping You Informed: We are scheduling a number of conference calls in the next 24 hours, in person Town Hall meetings, and site visits as well as developing Q&A and other resources where you can learn more information about this exciting announcement on the PULSE website
Commitment to Our Customers Must Remain Our Top Priority
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