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Monday, January 25, 6:48 pm Eastern Time
Company Press Release
Source: Medtronic, Inc.


Medtronic and Sofamor Danek Announce Conversion Ratio for Proposed Merger

MINNEAPOLIS, Jan. 25/PRNewswire/--Medtronic, Inc. (NYSE:MDT-news), and Sofamor
Danek Group, Inc. (NYSE:SDG-news), today announced that the conversion ratio to
be used to determine the number of shares of Medtronic common stock to be issued
for each outstanding share of Sofamor Danek common stock in the previously
announced proposed combination of Medtronic and Sofamor Danek is 1.65159. The
conversion ratio is based on the average closing price of Medtronic stock over
a 15-trading-day period that ended on January 25, 1999 of $70.53.

The proposed merger is subject to the approval of Sofamor Danek's shareholders, 
who will vote on the merger at Sofamor Danek's special meeting of shareholders 
scheduled for January 27, 1999. If Sofamor Danek's shareholders approve the 
proposed merger at the special meeting, Medtronic and Sofamor Danek currently 
anticipate that the merger will be completed shortly after the special meeting. 
Sofamor Danek shares will cease trading on the New York Stock Exchange upon 
completion of the merger.

Sofamor Danek Group, Inc. is primarily involved in developing, manufacturing 
and marketing devices, instruments, computer-assisted surgery products and 
biomaterials used in the treatment of spinal and cranial disorders. Sofamor
Danek's stock is traded on the New York Stock Exchange (NYSE) under the symbol
SDG.

Medtronic, Inc., headquartered in Minneapolis, is the world's leading medical
technology company specializing in implantable and interventional therapies. Its
Internet address is www.medtronic.com.



Source: Medtronic, Inc.