Exhibit 99.1
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Philips Introduction
Bert van Meurs
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 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 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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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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Philips will create two focused companies
Royal Philips
Philips Lighting
Focused on the EUR 100+ billion HealthTech opportunity
Serving the Health Continuum
Leveraging strengths of Healthcare and Consumer Lifestyle
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
4 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
1 Source: Philips Annual Report 2013.
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Enabling coordinated care across the Health Continuum
Healthy Living Prevention Diagnosis Treatment Recovery 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
Personal Care 11%
Domestic 15% Appliances
Prevention
Health & 7% Wellness
Diagnosis
Imaging Systems
Treatment
24%
Patient Care & Clinical Informatics
Recovery Home Care
152% Home 10%
Healthcare Solutions
Healthcare Informatics, Solutions & Services
Customer Services 18%
Philips well?positioned to lead
1 Sales last 12 months June 2014
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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 Strong starting position
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
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 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
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 multi modality imaging techniques
Value added services
Maintenance and utilization services Education Consultancy and integration services X ray radiation dose management services
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
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 hospitals in 2014 have chosen Philips
Top 50 cancer hospitals in the United States named by US News in 2014
Plus:
University Hospital Eppendorf University Hospital Beaujon University Hospital Zurich Antonius Hospital Nieuwegein
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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 oncology 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 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 ill 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 nable patients to live long fulfilling lives.
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