eMed America

EMBARGO RELEASE until 8:00am/PT
FOR IMMEDIATE RELEASE
BAIN CAPITAL TO ACQUIRE PHYSIO‐CONTROL FROM MEDTRONIC
MINNEAPOLIS and BOSTON – Nov. 17, 2011 – Medtronic, Inc. (NYSE:MDT) and
Bain Capital, a leading global private investment firm, today announced they have
entered into a definitive agreement under which affiliates of Bain Capital will acquire
Physio‐Control, the world’s leading provider of emergency medical response
technology for use in the intervention and treatment of cardio‐respiratory and other
medical emergencies. The stock of Physio‐Control and related entities will be purchased
for cash in a transaction valued at approximately $487 million. Medtronic expects to use
a portion of the proceeds to offset any potential dilutive impact from this transaction to
fiscal year 2012 non‐GAAP earnings per share.
Headquartered in Redmond, Washington, Physio‐Control is the global leader in
professional emergency response products and services, and has nearly 1,000
employees worldwide. Brian Webster, currently President, will continue to lead the
company, and will be named Chief Executive Officer following completion of the
transaction.
“We are pleased that Physio‐Control has found another strong partner to prepare the
company for the next stage of its growth,” said Omar Ishrak, chairman and chief
executive officer of Medtronic. “For more than 55 years, Physio‐Control has been
developing technologies and designing devices that are legendary among emergency
medical response professionals. With an impressive innovation pipeline and backing by
Bain Capital, we believe Physio‐Control will be well‐positioned for growth and
continue its lifesaving mission to serve emergency responders, hospital care teams and
their patients around the world.”
Physio‐Control products, which include LIFEPAK® monitor / defibrillators, the
LUCAS® 2 chest compression system, and the LIFENET® System cloud‐based data
management tools, are used daily by emergency medical services (EMS) and hospital
care teams worldwide. Physio‐Control also provides a line of automated external
defibrillators (AEDs) for lay responders’ use in workplace environments, airports,
schools and communities in the case of a cardiac emergency.
“The dedicated people and innovative products of Physio‐Control play a vital role in
helping emergency responders and medical professionals save lives every day, “ said
Chris Gordon, a Managing Director at Bain Capital. “Physio‐Control is an impressive
market leader that has built an outstanding brand position and loyal customer base by
providing high quality, mission‐critical tools and superior service. We are extremely
enthusiastic about the company’s growth prospects, and we look forward to working
alongside Brian Webster and the whole Physio‐Control team to support their strategic
plans.”
The transaction is expected to close in the first quarter of calendar 2012, and is subject to
certain regulatory and customary closing conditions.
Non‐equity financing for the transaction is being provided by Citigroup Global Markets
Inc. and RBC Capital Markets. Goldman Sachs is acting as financial advisor, and
Skadden, Arps, Slate, Meagher & Flom LLP as legal advisor to Medtronic. Citigroup
Global Markets Inc. and RBC Capital Markets are acting as financial advisors and
Kirkland & Ellis as legal advisor to Bain Capital.
About Medtronic
Medtronic, Inc. (www.medtronic.com), headquartered in Minneapolis, is the global
leader in medical technology –– alleviating pain, restoring health and extending life for
millions of people around the world.
About Bain Capital
Bain Capital, LLC (www.baincapital.com) is a global private investment firm that
manages several pools of capital including private equity, venture capital, public
equity, high‐yield assets and mezzanine capital with approximately $66 billion in assets
under management. Bain Capital has a team of over 300 professionals dedicated to
investing and to supporting its portfolio companies. Since its inception in 1984, Bain
Capital has made private equity investments and add‐on acquisitions in over 300
companies in a variety of industries around the world. The firm has a long history of
investing in leading healthcare companies, having made over 50 investments in
companies such as HCA, Inc, Air Medical Group Holdings, Quintiles Transnational Inc,
CRC Health Group, Warner Chilcott, and across a broad range of sectors including
service providers, facilities, life sciences, devices, and distribution. The firm has offices
in Boston, New York, Chicago, London, Munich, Tokyo, Shanghai, Hong Kong and
Mumbai, with over 800 employees worldwide.
Forward‐Looking Statements
This press release contains forward‐looking statements regarding, among other
things, the potential sale of Physio‐Control by Medtronic. Statements including
words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plan,”
“will,” “may” “intend,” “guidance” or similar expressions are forward‐looking
statements. Because these statements reflect our current views, expectations and
beliefs concerning future events, these forward‐looking statements involve risks and
uncertainties. Investors should note that many factors could affect the sale of Physio‐
Control. These factors include, but are not limited to, the factors set forth in
Medtronic’s periodic reports filed with the Securities and Exchange Commission,
including current reports on Form 8‐K, quarterly reports on Form 10‐Q and annual
reports on Form 10‐K, particularly the discussion under the caption “RISK
FACTORSʺ in their annual reports on Form 10‐K for the year ended April 29, 2011
and which were filed with the Securities and Exchange Commission. In addition, the
following factors could affect the sale of Physio‐Control: Medtronic and Bain may be
unable to obtain governmental and regulatory approvals required for the sale, or
required governmental and regulatory approvals may delay the sale or result in the
imposition of conditions that could cause the parties to abandon the sale; Medtronic
and Bain may be unable to complete the sale because, among other reasons,
conditions to the closing of the sale may not be satisfied or waived; and the outcome
of any legal proceedings to the extent initiated against Medtronic, Physio‐Control
and Bain following the announcement of the sale cannot be predicted. The forwardlooking
statements in this press release are qualified by these risk factors. Medtronic
assumes no obligation to publicly update any forward‐looking statements, whether
as a result of new information, future developments or otherwise.
‐end