Exhibit (a)(1)(iv)
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
(including the Associated Series A Junior Participating
Preferred Stock Purchase Rights)
of
POSSIS MEDICAL, INC.
Pursuant to the Offer to Purchase
Dated February 25, 2008
by
PHOENIX ACQUISITION CORP.
a wholly-owned subsidiary of
MEDRAD, INC.
an indirect, wholly-owned subsidiary of
BAYER AKTIENGESELLSCHAFT
February 25, 2008
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
Phoenix Acquisition Corp., a Minnesota corporation (“Purchaser”), which is a wholly-owned subsidiary of MEDRAD, Inc., a Delaware corporation (“Parent”), which is an indirect, wholly-owned subsidiary of Bayer Aktiengesellschaft, a corporation formed under the laws of the Federal Republic of Germany, is making an offer to purchase all outstanding shares of common stock, par value $.40 per share, and the associated series A junior participating preferred stock purchase rights (together, the “Shares”), of Possis Medical, Inc., a Minnesota corporation (the “Company”), at $19.50 per Share, net to the seller in cash without interest, upon the terms and subject to the conditions set forth in the Purchaser’s Offer to Purchase, dated February 25, 2008 (the “Offer to Purchase”), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). The Offer is being made in connection with the Agreement and Plan of Merger dated as of February 11, 2008, among Parent, Purchaser and the Company, as amended by Amendment No. 1 dated February 20, 2008 (as amended, the “Merger Agreement”).
For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:
| | |
| | 1. | Offer to Purchasedated February 25, 2008; |
| |
| | 2. | Letter of Transmittal, including a Substitute Form W-9, for your use and for the information of your clients; |
| |
| | 3. | Notice of Guaranteed Delivery to be used to accept the Offer if the Shares and all other required documents cannot be delivered to Mellon Investor Services LLC, the Depositary for the Offer, by the expiration of the Offer; |
| |
| | 4. | A form of letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer; |
| |
| | 5. | Guidelines for Certification of Taxpayer Identification Numberon Substitute Form W-9 providing information relating to backup federal income tax withholding; and |
| |
| | 6. | Return envelopeaddressed to the Depositary. |
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, MARCH 25, 2008, UNLESS THE OFFER IS EXTENDED.
The Purchaser will not pay any fees or commissions to any broker, dealer or other person (other than Morrow & Co., LLC (the “Information Agent”), Morgan Stanley & Co. Incorporated (the “Dealer Manager”) or the Depositary as described in the Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer. The Purchaser will, however, upon request, reimburse brokers, dealers, banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding materials to their customers. The Purchaser will pay all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, subject to Instruction 6 of the Letter of Transmittal.
In order to accept the Offer, a duly executed and properly completed Letter of Transmittal and any required signature guarantees, or an Agent’s Message (as defined in the Offer to Purchase) in connection with a book-entry delivery of Shares, and any other required documents, must be received by the Depositary by 5:00 p.m., New York City time, on Tuesday, March 25, 2008.
Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the Information Agent or the Dealer Manager at the address and telephone numbers set forth on the back cover of the Offer to Purchase.
Very truly yours,
PHOENIX ACQUISITION CORP.
MEDRAD, INC.
BAYER AKTIENGESELLSCHAFT
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU AS THE AGENT OF THE PURCHASER, PARENT, THE COMPANY, THE INFORMATION AGENT, THE DEALER MANAGER OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
2
