GDT Guidant Corp

NATICK, Mass., April 11 /PRNewswire-FirstCall/ -- Boston Scientific Corporation (NYSE:BSX) today announced that it has received antitrust clearance from the European Commission regarding its proposed combination with Guidant Corporation (NYSE:GDT). Boston Scientific must also receive antitrust approval from the U.S. Federal Trade Commission (FTC) before it can close the Guidant transaction. On April 5, Boston Scientific announced that it had entered into an agreement containing consent orders that resolved all outstanding antitrust issues with the FTC staff. The FTC Commissioners are currently reviewing the executed agreement. Boston Scientific expects to close the transaction around the middle of April, shortly after it receives final FTC antitrust approval. Boston Scientific and Guidant shareholders each voted overwhelmingly to approve the combination at separate special meetings held March 31. In addition to its approval of the combination of Boston Scientific and Guidant, the European Commission also granted antitrust clearance for Abbott's proposed acquisition of Guidant's vascular intervention and endovascular businesses. On January 25, 2006, Boston Scientific and Guidant announced that they had entered into a merger agreement, under which Boston Scientific will acquire all the outstanding shares of Guidant for a combination of cash and stock worth $80 per Guidant share, or approximately $27 billion in aggregate. Guidant shareholders will receive an additional $0.0132 in cash per Guidant share for each day beginning on April 1, 2006 through the closing date of the merger. Boston Scientific has also entered into an agreement with Abbott under which Abbott will acquire Guidant's vascular intervention and endovascular businesses, while agreeing to share rights to Guidant's drug-eluting stent program with Boston Scientific. Boston Scientific is a worldwide developer, manufacturer and marketer of medical devices whose products are used in a broad range of interventional medical specialties. For more information, please visit: http://www.bostonscientific.com/. Forward Looking Statements This press release contains forward-looking statements, including statements as to regulatory approvals for the merger, timing expectations to complete the merger and other statements identified by words such as "anticipates", "believes", "estimates", "expects", "intends", "may", "projects", "plans", "will" and similar expressions intended to identify forward-looking statements. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including the satisfaction of other closing conditions contained in the merger agreement and other risk factors relating to our industry as detailed from time to time in each of Boston Scientific's and Guidant's reports filed with the Securities and Exchange Commission, including each such company's most recent Annual Report on Form 10-K. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Unless legally required, Boston Scientific undertakes no obligation to update publicly any forward-looking statements herein, whether as a result of new information, future events or otherwise. Contacts: Milan Kofol (508-650-8569) (cell: 617-834-8595) Investor Relations, Boston Scientific Corporation Paul Donovan (508-650-8541) (cell: 508-667-5165) Media Relations, Boston Scientific Corporation Steve Frankel / Steve Silva (212-355-4449) Joele Frank, Wilkinson Brimmer Katcher DATASOURCE: Boston Scientific Corporation CONTACT: Milan Kofol, Investor Relations, +1-508-650-8569 or cell: +1- 617-834-8595, or Paul Donovan, Media Relations, +1-508-650-8541 or cell: +1- 508-667-5165 both of Boston Scientific Corporation; or Steve Frankel or Steve Silva, +1-212-355-4449 both of Joele Frank, Wilkinson Brimmer Katcher Web site: http://www.bostonscientific.com/

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