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EXHIBIT 99.2
[BOSTON SCIENTIFIC LETTERHEAD]
BOSTON SCIENTIFIC ANNOUNCES AGREEMENT
TO ACQUIRE CARDIAC PATHWAYS CORPORATION
Acquisition to strengthen and broaden Boston Scientific'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. Boston Scientific expects the acquisition 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
tachyarrhythmias (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 responsible for
starting or maintaining a
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tachyarrhythmia) and for diagnostic mapping (locating the source of the
tachyarrhythmia 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 Cooled Ablation
Catheter and the Realtime Position Management (RPM) System, a cardiac mapping
and catheter navigation technology.
The Chilli Cooled Ablation Catheter is designed to treat
tachyarrhythmias 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 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 tachyarrhythmia 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 tachyarrhythmias 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 Paul LaViolette, President,
Boston Scientific Cardiovascular. "It will also significantly strengthen our
offerings in the EP catheter ablation segment of the 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."
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"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 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."
Boston Scientific and Cardiac Pathways officials will be discussing the
acquisition with analysts on a conference call at 1:30 p.m. ET today. Boston
Scientific 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.
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.
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.
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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
ldon Bullington (408-720-2864)
Vice President Finance and Chief Financial Officer
Cardiac Pathways Corporation
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