Possis Medical Inc - Written communication by the subject company relating to a third party tender offer (SC14D9C)
15 Februar 2008 - 7:57PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. __)
Possis Medical, Inc.
(Name of Subject Company)
Possis Medical, Inc.
(Name of Persons Filing Statement)
Common Shares
(Title of Class of Securities)
737407106
(CUSIP Number of Class of Securities)
Robert G. Dutcher
Possis Medical, Inc.
9055 Evergreen Blvd NW
Minneapolis, MN 55433-8003
(763) 780-4555
(Name, address and telephone numbers of person authorized to receive notices
and communications on behalf of the persons filing statement)
Copies to:
Thomas Martin
Dorsey & Whitney LLP
50 South Sixth Street,
Suite 1500
Minneapolis, Minnesota
55402
(612) 340-2600
þ
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Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
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The material filed herewith is a PowerPoint slide presentation used in a meeting of
Possis Medical, Inc. employees to discuss Possis entry into a definitive
merger agreement with MEDRAD, Inc. and Phoenix Acquisition Corp.
Welcome
Bob Dutcher
President and CEO
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Agenda
Today's Announcement
About MEDRAD
Strategic Rationale
The Process
Limited Communication
Questions
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Today's Announcement
Merger agreement signed between Possis
Medical and MEDRAD (a Bayer Healthcare
Company)
The Possis board has unanimously approved
the transaction
Next step
Regulatory review
If approved, will take several weeks
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Bayer HealthCare Worldwide
Bayer HealthCare is a globally active company with sites
on all five continents.
Based in Leverkusen, Germany
Bayer HealthCare markets products from four divisions:
Animal Health
Bayer Schering Pharma*
Consumer Care
Diabetes Care
Bayer Schering Pharma employs over 40,000 people in
over 100 countries
More info: www.bayerhealthcare.com
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About MEDRAD
Subsidiary of Bayer Healthcare (Bayer Schering Pharma
Division)
Leader in contrast injection systems used to diagnose
cardiovascular and other diseases.
MEDRAD based in Warrendale, PA (Pittsburgh metro area)
Over 1,700 employees based in 18 locations around the
world
More info: www.medrad.com
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MEDRAD Products
MEDRAD products are sold to medical centers in over
85 countries (annual sales ~$500 million)
Avanta(r) Fluid Management
Injection System
Stellant(r) CT Injection System
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Strategic Rationale
Strong Business Model Synergies Between MEDRAD
& Possis
Leverages capital equipment, disposable and service businesses
Technologies have similar focus on high pressure intravascular
fluid management
Complimentary Capabilities Between the
Organizations
Possis brings catheter design/manufacturing and interventional
sales capabilities
MEDRAD brings global infrastructure and mature field service
capabilities
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Strategic Rationale
Possis Acquisition Accelerates MEDRAD's Move Into
the Interventional Markets
Interventional markets are growing at 9.3% and are a
targeted segment of the MEDRAD strategy
Possis capabilities will accelerate MEDRAD's new injector
platform penetration
Represents a relatively low risk avenue to enter vascular
intervention
Maximizes MEDRAD's well known/respected brand with
interventional customers
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Medrad Cardiovascular Business Growth Strategy
MEDRAD is leveraging its market and
technology leadership in diagnostic fluid delivery
...
...
to migrate into
therapeutic fluid delivery by
investing in niche
applications
ProVis
Avanta Series
Organic
In
-
Organic
(M&A)
Avanta
Next Gen
Therapeutic Fluid
Delivery
CV Contrast/Saline Delivery
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Possis is Cornerstone of Cardio Strategy
"We welcome Possis Medical as the cornerstone of
MEDRAD's cardiovascular strategy. It is a truly
compatible partnership in terms of product
performance, company growth and employee culture."
John P. Friel
MEDRAD President and CEO
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The Process
Public announcement of tender offer: Today
Limited communication (internal/external)
No integration planning with Possis
Merger offer approved: 3 weeks (approx.)
Regulatory clearance (Hart Scott Rodino Act)
Integration planning begins
Tender of not less than 2/3 of outstanding
shares: (timeframe?)
Second step: Any untendered shares are converted
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The Process
Tender offer closes: expected in first quarter
2008
Phase 1 integration completed: June (approx.)
First day we operate as one company
Organizational design changes implemented
Branding/channel decisions finalized
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Employee Considerations
This is about growth
Will accelerate the growth of both MEDRAD and Possis,
providing new opportunities for employees
For this reason, minimal job consolidation is
expected
It is expected that current management staff
would remain in place - Bob Dutcher would report
to President of MEDRAD, John Friel
Marketing strategy, branding, sales force
structure, etc. will all be addressed during the
integration process
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Limited Communication
Questions are expected!
Please direct all questions to your supervisor
We will be very limited in what we can share
until the deal is closed. Please be patient if the
answer to a question is "I can't discuss that
right now"
We will communicate as much as we can, as
soon as we can
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