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

eMED’s Training Center reminds you to support and promote National CPR & AED Awareness Week June 1-June 8, 2011

Check us out at www.emedamerica.com !

Kick off CPR / AED Awareness Month with a proactive safety training program during CPR / AED Awareness Week.

In 2008, Congress designated the first week of June for observation of National CPR / AED Awareness Week, with the goal of encouraging all states, cities and towns to establish organized programs that provide CPR and AED training to the public.

By participating in this program, we can raise the public awareness regarding Sudden Cardiac Arrest and increase the chance of survival by having at least one person in each household trained and an employee for each shift and every department trained in CPR and the use of an AED.

Please help us to achieve these goals by providing CPR and AED training for your business and community.

Recent statistics for Sudden Cardiac Arrest, CPR and AED:

Sudden Cardiac Arrest (SCA)
Almost 300,000 casualties of out-of-hospital cardiac arrest are treated each year in the U.S.
Less than eight percent of people who suffer cardiac arrest outside the hospital survive.

CPR
Less than one-third of out-of-hospital sudden cardiac arrest casualties receive bystander CPR.
Effective bystander CPR, provided immediately after sudden cardiac arrest, can double or triple a person’s chance of survival.

Automated External Defibrillators (AEDs)
Unless CPR and defibrillator are provided within minutes of collapse, few attempts at resuscitation are successful.
Even if CPR is performed, defibrillation with an AED is required to stop the abnormal rhythm and restore a normal heart rhythm. New technology has made AEDs simple and user-friendly. Clear audio and visual cues tell users what to do when using an AED and coach people through CPR. A shock is delivered only if the victim needs it.

As you’ve probably heard, CPR methods and practices have changed. These are the most significant CPR updates in more than 40 years.

This is the ideal time to re certify your group, as eMED, INC is now offering CPR, First Aid, AED and Bloodborne Pathogens Training classes which include all new Student Training Handbooks that follow the newest updated guidelines and a special offer only from eMED!

All previously trained individuals will need to learn the new, updated CPR guidelines and practices that we are very proud to offer at eMED, INC. We pride ourselves in being leaders in the Health & Safety industry.

The new CPR certification class will include complete, hands-on training in the newest Adult, Child & Infant CPR recommendations and guidelines, and as a Bonus, the training will also include instruction in Compression-Only CPR™.

For more information, please contact an eMED Representative at 1.866.327.EMED (3633) or visit www.emedamerica.com

From the beginning, eMED has had as it’s mission statement:  to save lives and increase the survival rates for victims of sudden cardiac emergencies — we continue to move forward through our commitment to launching a global environment of heart-safe communities.

Recently, a request was made to eMED from a medical clinic located in Honduras for automated external defibrillators (AEDs).  “We are proud to be in the business of emergency medical products which helps in  saving hundreds of lives.  AEDs can – and do – make a difference,” says Ben Wellons, President and Founder of eMED.

“Unbelievable, you have made a long awaited dream come to reality!” – The Honduras Medical Clinic.

eMED is a leading provider of portable heart defibrillators and emergency medical supplies.  Visit eMED at:  www.emedamerica.com or call 866.327.3633.

• Allow approximately 30 minutes, from start to finish.  Notify trained staff of the date and time for the mock drill.  Once your team has completed a few drills, consider staging a surprise drill.
• Prepare drill area with mannequin and supplies.
• Consider two types of drills:  single responder and multiple responders.
• Choose different locations, including an outdoor drill.  This is especially important for schools.
• Items needed:  access to an AED, telephone (for mock 911 call) and a watch or timer with a second hand.
• Ask EMS and/or medical director/personnel to be present if possible.
• Debrief with your team and mark progress, identify challenges and successes.

For more information on automated external defibrillators and training ideas, call eMED at 866.327.3633

Each year, there are more than 400,000 deaths resulting from Sudden Cardiac Arrest (SCA).  You no longer have to be worried about what to do if you see an individual suddenly collapse.  The American Heart Association has made CPR simple and easy.

You can now download a free app on your iPhone or Android phone that gives you instructions and a video.

For more information on CPR training or information on life-saving automated external defibrillators (AED) contact eMED at:  866.327.3633

eMED Inc. is a life enhancing company and leading provider of AED Defibrillator and emergency medical products. We work in EMS, Fire, Hospital, Nursing Home, Business, Industrial/Manufacturing, School, and Church — large and small — in an effort to provide better Emergency Response Programs and to help save more lives!