EXHIBIT 99.1
NEWS
FOR IMMEDIATE RELEASE
[Boston Scientific Logo]
BOSTON SCIENTIFIC ANNOUNCES AGREEMENT
TO ACQUIRE CARDIAC PATHWAYS CORPORATION
Acquisition to strengthen and broaden company's
product offerings in electrophysiology
Natick, MA and Sunnyvale, CA (June 29, 2001) - Boston Scientific Corporation
(NYSE:BSX) and Cardiac Pathways Corporation (NASDAQ:CPWY) today announced the
signing of a definitive agreement for Boston Scientific to acquire Cardiac
Pathways in an all cash transaction for a purchase price of approximately $115
million, or $5.267 per common share. The transaction, which will be accomplished
by a cash tender offer and follow-on merger, is expected to close in the third
quarter of 2001. The tender offer for the common shares of Cardiac Pathways is
expected to commence in early July and is conditioned upon approval by
regulatory authorities and other customary conditions. Management and certain
stockholders of Cardiac Pathways holding a majority of Cardiac Pathways voting
securities have agreed to support the acquisition by tendering their common
shares into the tender offer or selling their securities to Boston Scientific.
The Cardiac Pathways board has unanimously voted to recommend the tender offer.
The acquisition is expected to be modestly dilutive to earnings in 2001.
The acquisition will strengthen and broaden Boston Scientific's product
offerings in electrophysiology (EP). Cardiac Pathways will become part of Boston
Scientific's EP Technologies(TM) division, its cardiac electrophysiology unit.
Cardiac Pathways was founded in 1991 and conducted its initial public offering
in 1996. Its headquarters and manufacturing facilities are located in Sunnyvale,
CA.
Cardiac Pathways designs, manufactures and markets minimally invasive systems
used by electrophysiologists to diagnose and treat cardiac tachyarrythmias
(abnormally rapid heart rhythms), which if untreated can cause palpitations,
fainting and sudden cardiac arrest. Cardiac Pathways' products consist
principally of systems for performing ablation treatment (a nonsurgical,
minimally invasive technique for neutralizing heart tissue
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June 29, 2001
responsible for starting or maintaining a tachyarrythmia) and for diagnostic
mapping (locating the source of the tachyarrythmia within the heart).
Its sales for fiscal year 2001 (July 1, 2000 to June 30, 2001) are expected to
be $13 million, nearly double the prior year's sales of $6.8 million.
Cardiac Pathways' two major technologies are the Chilli(R) Cooled Ablation
Catheter and the Realtime Position Management(R) (RPM) System, a cardiac mapping
and catheter navigation technology.
The Chilli Cooled Ablation Catheter is designed to treat tachyarrythmias using
radiofrequency ablation to create lesions in cardiac tissue. During some
radiofrequency ablation procedures, excessive heating of the heart tissue and
the ablation electrode can limit the level of radiofrequency energy delivered
and therefore the success of the treatment. Incorporating a closed system of
fluid circulation, the Chilli Cooled Ablation Catheter allows circulating fluid
to cool the catheter ablation electrode during the delivery of radiofrequency
energy. A programmable pump injects fluid into a catheter lumen that circulates
the fluid to the electrode tip and back to the fluid pump. The circulation of
fluid draws heat away from the metal electrode and from the electrode-to-tissue
interface, which allows the delivery of higher radiofrequency power levels
without excessive heating. Higher power levels allow for the creation of wider
and deeper lesions than those created by lower levels, increasing the likelihood
of a successful ablation. The Chilli catheter is the only fluid-cooled EP
catheter ablation technology approved by the U.S. Food and Drug Administration.
The RPM system identifies and maps the source of a tachyarrythmia and guides a
catheter or catheters to the treatment site. The catheters contain ultrasound
transducers used to triangulate - in real time - the positions of the catheters
within the heart. The system combines the ultrasonic signals with
three-dimensional graphics to display catheter position and to track movement,
while recording the associated intracardiac electrograms.
Together, the two technologies offer an integrated approach to the diagnosis and
treatment of tachyarrythmias that Cardiac Pathways believes can substantially
reduce mapping, fluoroscopy and ablation time.
"Bringing Cardiac Pathways into Boston Scientific represents a strengthening of
our electrophysiology franchise and a deepening of our commitment to our
customers in this market," said Jim Tobin, President and Chief Executive Officer
of Boston Scientific. "It will also significantly strengthen our offerings in
the EP catheter ablation segment of the
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June 29, 2001
cardiac rhythm management market. We will now be able to offer
electrophysiologists additional products and technologies, most notably the
Chilli Catheter and the RPM System. These are sophisticated and effective
technologies that complement our existing product line and bring highly advanced
diagnostic and treatment tools to the EP lab. Cardiac Pathways' products and
technologies focus on the most complex cardiac rhythm disorders, which represent
the most significant growth opportunities in the EP market."
"The vision of Cardiac Pathways has been to pioneer novel approaches for
diagnosing and treating complex cardiac arrhythmias," said Tom Prescott,
President and Chief Executive Officer of Cardiac Pathways. "Combining new
products like the Chilli Catheter and the RPM System with the vast sales and
marketing resources of Boston Scientific will accelerate adoption and routine
use of these technologies. Our mutual customers and their patients will be well
served by this winning combination."
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Boston Scientific officials will be discussing the acquisition with analysts on
a conference call at 1:30 p.m. ET today. The company will webcast the conference
call simultaneously to all interested parties through its website
(www.bsci.com). Details on how to access the webcast will be available on the
website beginning at 11 a.m. ET. To ensure a timely connection to the webcast,
it is recommended that users register at least 15 minutes before the conference
call. The webcast will be available for seven days on the Boston Scientific
website.
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Boston Scientific is a worldwide developer, manufacturer and marketer of medical
devices. The company's products are used in a broad range of interventional
medical specialties.
This press release contains forward-looking statements within the meaning of the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Boston Scientific and Cardiac Pathways wish to caution the reader of this press
release that actual results may differ from those discussed in the
forward-looking statements and may be adversely affected by, among other things,
the inability to obtain or meet conditions imposed for regulatory approvals, the
risk that Boston Scientific and Cardiac Pathways businesses will not be
integrated successfully, risks associated with new product development and
commercialization, clinical trials, competitive offerings, each company's
overall business strategy, and other factors described in each company's filings
with the Securities and Exchange Commission.
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June 29, 2001
This release is neither an offer to purchase nor a solicitation of an offer to
sell securities of Cardiac Pathways. The tender offer will be made solely by an
offer to purchase and a related letter of transmittal to be disseminated upon
the commencement of the tender offer. Holders of Cardiac Pathways securities
should read the Tender Offer Statement on Schedule TO filed by Boston Scientific
when it becomes available, as well as the Schedule 14D-9 to be filed by Cardiac
Pathways, as they will contain important information about the tender offer.
Investors can obtain the Tender Offer Statement on Schedule TO, the Schedule
14D-9, and other filed documents, for free from the Securities and Exchange
Commission's website http://www.sec.gov.
CONTACT: Milan Kofol (508-650-8569)
Investor Relations
Boston Scientific Corporation
Paul Donovan (508-650-8541)
Media Relations
Boston Scientific Corporation
Thomas M. Prescott (408-720-2808)
President and Chief Executive Officer
Cardiac Pathways Corporation
Eldon Bullington (408-720-2864)
Vice President Finance and Chief Financial Officer
Cardiac Pathways Corporation