Exhibit 99.9
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Exhibit 99.9
IGT Townhall
December 17, 2014
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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, and certain forward-looking statements regarding Volcano, including without limitation with respect to its business, the proposed tender offer and merger, the expected timetable for completing the transaction, and the strategic and other potential benefits of the transaction. 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 (the “Transactions”) will be completed or will be completed when expected. 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 tender offer and merger; (v) uncertainties as to how many of Volcano’s stockholders will tender their stock in the tender offer; (vi) the possibility that competing offers will be made; (vii) the failure to complete the tender 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; (xix) industry consolidation and competition; and (xx) other risk factors described in Volcano’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the United States Securities and Exchange Commission (“SEC”). Any forward-looking statements in this release are based upon information known to Philips on the date of this announcement. Neither Philips nor Volcano undertakes any 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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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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Intro Bert van Meurs
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Who is Volcano?
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Patients Physicians
People Products
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Volcano—highlights
Solutions for issues facing healthcare systems today
The Precision Physiology & Intravascular Imaging technology and innovation leader
Guided Therapy Physiology—rapidly growing business in large underpenetrated market
Leader
Over 7,400 installed systems
Base Business Approximately 1800 employees
Approximately 280 direct global sales reps
Strong partnerships with GE, Philips, Siemens, and Medtronic
Growth strategy Grow in peripheral vascular: Crux IVC Filters, IVUS, atherectomy
Sync-Rx co-registration hardware and software
Optical Coherence Tomography (OCT)
Financials 2013—$400M revenue
50% generated in the US, 25% in Japan and 25% in rest of world.
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Intravascular Ultrasound (IVUS)
A catheter based system that allows physicians to acquire images of diseased vessels from inside the artery.
IVUS provides detailed and accurate measurements of lumen and vessel size, plaque area and volume, and the location of key anatomical landmarks.
IVUS technology helps differentiate the four plaque types: fibrous, fibro-fatty, necrotic core and dense calcium.
40% global market share
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Fractional Flow Reserve (FFR)
Catheter-based technique used to better assess the restriction in blood flow in arteries caused by plaque build up (stenosis).
Key objective is to decide whether placing a stent is an appropriate treatment or not.
50% global market share
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Strategic fit
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Our iXR Strategy: How we win
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Strengthening the Core Develop Solutions Entering New Areas
Strong pipeline of innovations
Integral value propositions per
customer segment & clinical area
with proof points to be preferred
Clinical AND Business partner
Continued focus on productivity
improvements
Modular platform investments
Develop predictive maintenance
and performance services
Strengthened quality & compliance
Consultancy (pre & post sales)
aimed at customers with efficiency
/cost challenges
Services to accelerate
standardization of care and
advancing procedures on the
maturity curve (e.g. Trans Arterial
Chemo Embolization; minimally
invasive Mitral Valves )
Support with new business models
Close collaboration BG U/S, BG
HISS, Markets and Customer Service
Penetrate adjacent clinical specialties for minimally invasive treatments that create opportunities for live image guidance e.g. spine surgery, prostate embolization
Enter medical devices (disposables) through In Body Imaging & Sensing (IBIS)
New skills (e.g. Clinical-economic, Consultancy, data analysis) & capabilities (e.g. IT infrastructure)
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Volcano is adjacent to Philips and unique in IGT segment
Out of body Intra-Body Imaging Delivery Systems &
Imaging and Sensing Therapy devices
Segment size &
CAGR% in C/V: $2B, 2-3% $1.5B, 10-12% $30-35B, 4%
O -arm X Ray
AxiEM EM
PoleStar MRI
3D microTEE, 3D ICE, cMUT, Optical Shape Sensnig
ICE, IVUS
2D ICE
3D TEE
LightLab OCT, Radi FFR, 2D ICE
IVUS, NIRS
Balloon catheters,
SyncRx imaging Microcatheters,
Integration solutions Thrombectomy catheters,
IVUS, FFR Atherectomy catheter s
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Rapidly growing IGT market provides opportunities
IGT Market €B
Equipment-based* Instrument-based (IBIS)
CAGR
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| 3,3 |
4%
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| 2,3 2,5 2,6 13% |
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1,1
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| 0,8 |
02007 2010 2013 2020
Market dynamics
Majority of the growth is in
–In Body Imaging and Sensing (IBIS),
Catheters and Needles
–Mobile, affordable U/S for care settings outside Radiology / Cardiology
X-Ray will no longer be the dominating technology
Outlook and Opportunities
Philips technology capabilities / platforms provide strong opportunity to expand beyond present NBD-IGIT activities
IGIT Market Breakdown by Segment (€B and %)
2.5 3.1 3.7 5.9
100%
8% 10% 12% 17%
9% 11% 13%
19% 17%
23%
26%
32%
63%
56% 49%
34%
2007 2010 2013 2020
ElectroMagnetic Line of Sight Int. U/S X Ray
Includes Surgical navigation, POC U/S, TEE, Cathlab and Mobile C-arms
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| Present channels not suitable to create & capture value |
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Creating a unique positioning
together
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Video Gerard Winkels
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Interventional procedures . . . today
Segregated equipment
XR,
Hemodynamic
monitoring
IVUS, FFR
Limited link with therapy
Stent
Interventional cardiology segment today:
22M procedures globally; 3.5% growth
Interventional cardiologist is key physician (target customer)
Established procedures in Coronary and Vascular indications; largest market segment but modest growth
Segment highly consolidated with several large cardiology companies (Medtronic, Boston Scientific, Abbott)
Minimally-invasive therapy devices rapidly evolving, and expanding to new indications
Imaging solutions are critical for optimal device guidance and outcomes (Philips, GE, Siemens)
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Interventional procedures . . . tomorrow
Integrated suites
Hardware integration (no more ‘clutter’),
streamlined workflow, common user interface,
IT integration
Leading to procedure innovation
Imaging and intelligence at the tip of a catheter
On-board imaging/monitoring with improved anatomical and functional information to optimize therapy delivery Procedure-specific application support Recurring revenue, disposable business models
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The Volcano acquisition will strongly support our strategy
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Strengthening the Core Develop Solutions Entering New Areas
Strong pipeline of innovations
Integral value propositions per customer segment & clinical area with proof points to be preferred Clinical AND Business partner
Continued focus on productivity improvements
Modular platform investments
Develop predictive maintenance and performance services
Strengthened quality & compliance
Consultancy (pre & post sales) aimed at customers with efficiency /cost challenges
Services to accelerate standardization of care and advancing procedures on the maturity curve (e.g. Trans Arterial Chemo Embolization; minimally invasive Mitral Valves )
Support with new business models
Close collaboration BG U/S, BG HISS, Markets and Customer Service
Penetrate adjacent clinical specialties for minimally invasive treatments that create opportunities for live image guidance e.g. spine surgery, prostate embolization
Enter medical devices (disposables) through In Body Imaging & Sensing (IBIS)
New skills (e.g. Clinical-economic, Consultancy, data analysis) & capabilities (e.g. IT infrastructure)
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The Volcano acquisition will strongly support our strategy
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| 2 3 |
Strengthening the Core Develop Solutions Entering New Areas
Strong pipeline of innovations
Integral value propositions per customer segment & clinical area with proof points to be preferred Clinical AND Business partner
Continued focus on productivity improvements
Modular platform investments
Develop predictive maintenance and performance services
Strengthened quality & compliance
Jointly create the best integrated PCI lab (X-Ray,
IVUS, FFR) in the world
Use our expertise to sell and service equipment to boost Volcano’s console business
Use the Volcano sales force customer intimacy to
boost sales of options and upgrades into our installed base
Increase our visibility of and early involvement in new lab deals
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The Volcano acquisition will strongly support our strategy
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| 2 3 |
Strengthening the Core Develop Solutions Entering New Areas
Consultancy (pre & post sales) aimed at customers with efficiency /cost challenges
Services to accelerate standardization of care and advancing procedures on the maturity curve (e.g. Trans Arterial Chemo Embolization; minimally invasive Mitral Valves )
Support with new business models
Close collaboration BG U/S, BG HISS, Markets and Customer Service
Most flexible business model in the industry
(equipment, services, consumables)
Use our joint deep clinical insights to improve clinical practice, better outcomes and lower cost
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The Volcano acquisition will strongly support our strategy
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Strengthening the Core Develop Solutions Entering New Areas
Combine Philips technology with Volcano channel, consumables know-how, and experience with clinical trials to accelerate the growth of the IBIS business
Penetrate adjacent clinical specialties for minimally invasive treatments that create opportunities for live image guidance e.g. spine surgery, prostate embolization
Enter medical devices (disposables) through In Body Imaging & Sensing (IBIS)
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More about Volcano
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Patients Physicians
People Products
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Volcano Worldwide
Manufacturing &
Systems/Hardware Volcano Europe
R&D Brussels, Belgium
Rancho Cordova, CA
Volcano East Volcano Israel
Billerica, MA
FL.ICE & Crux Tel Aviv, Israel
Bay Area, CA Global Sales & Volcano Japan
Micro Catheters
Corporate Tokyo, Japan
Atlanta, GA
Headquarters
San Diego, CA
Disposables
Manufacturing
San Jose, Costa Rica
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Philips and Volcano: a merger of strengths
We share a vision and passion for health care
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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The Volcano Vision
A platform company guiding and optimizing minimally invasive therapies utilizing visualization, physiology, or future technologies
Future
Today
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Volcano targets coronary and peripheral vascular IGIT segments with IVUS and FFR
Source: Volcano management presentation
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Multiple Solutions from Volcano
FFR Co-Reg +
IVUS
iFR® Angio+
CRUX™ VCF
CFR + IVUS
CRUX™
pFFR VCF
Combo Digital Rotational Peripheral Pioneer™
ChromaFlo® VH® IVUS FACT
(Pressure + IVUS IVUS IVUS Plus
Flow)
Pre-Procedure Peri-Procedure Post-Procedure
“FACT” is an acronym for Volcano Corporation’s focused acoustic computed tomography (FACT). Technologies with gray outlines are currently under development and are not commercially available for sale.
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What happens next?
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Next steps
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Closing the deal
Q1 2015
Integration of Volcano
After closing the deal
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Questions?
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Some iXR announcements
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iXR
January 1st, 2015
Business Leader iXR
Ronald Tabaksblat
Management Assistant
Ann De Wit
Enabling Functions Business Functions MoS Markets
International Business
Finance Marketing Mobile Surgery Leader
Frits van Staa Louise Verheij van Wijk Rekha Ranganathan Sander Verspeek
Cardiology Solutions
HR R&D Leader
Heidi Sichien Harry Berghuis Will Ickenroth
Innovation/Clinical Science
Q&R iXR NA
& Medical Affairs/iBD
Hugo Weusten Perry De Augustine
Nijs van der Vaart
Procurement Operations iXR Greater China
Jeroen Peters John van Soerland Zhang Wei
Business Excellence
Marcel Borger
Services – Jan Windey
Legend
Tier 1
Tier 2
Tier 3
Tier 4
Tier 5
Tier 6
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Realigning marketing organization to better service our customers E2E now and in the future
iXR Marketing Team Mobile Mkt Team
Market & Lifecycle Efficiency Solution Clinical Solutions Strategic Mkt
System NPI Team
Team Team Team Team
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| Strengthen the Core |
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| Develop Solutions |
Enter New
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Areas
Customers
Customer segments: Leaders ; Quality Optimizers ;Standardizers & Opportunists ;Economizers & Minimalists
Clinical specialty: Cardio / Vasc / Neuro (Int/Surg)
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iXR Marketing per Jan 2015
iXR Marketing Mobile Mkt Team
Louise Verheij van Wijk Narendra Joshi
Efficiency Strategic
Market & System NPI Team Clinical Solutions
Solution Team Marketing
Lifecycle Team Jan de Jong van Beek Team
a.i. Louise Verheij Louise Verheij van
Sander Verspeek en Donk Ruud Heugen
van Wijk Wijk
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iXR Clinical Science & Medical Affairs per Jan 2015
Clinical Science, Innovation & iBD
Nijs van der Vaart
Interventional Business
Development
Clinical Science Innovation Innovation Innovation XUS NPI
& Medical program IRIS program MIA program program iBD NPI iBD Business
Affairs Robert-jan De I&AI Program Development
Bart Carelsen Erik van Dijk Pauw Ivo Canjels Peter Vogels Mark Mirjam
Steenbakkers Rubbens
Clinical Strategy Clinical Areas Regionals Evidence
Trends & Concept & Regionals & Proof Clinical & Economical
Opportunities Feasibility points Proof points
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iXR R&D per Jan 2015
iXR R&D Mobile
Harry Berghuis Radhakrishnan Kodakkal
Program
Management
Ad van der
Stappen
System ICC
PMO MDC IAC PIC
Development Dirk-Jan
Emile Canoy a.i. Harry Berghuis Theo Nanne Chitra Sukumar
Hans Duetz Swagerman
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Questions?
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We are at the heart of the Health Continuum
HealthyLiving Prevention Diagnosis Treatment Recovery Home Care
Imaging Diagnostics & Image-
Guided Therapy
Healthcare Transformation Services
HealthSuite Digital Platform – enabling solutions
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