ev3 to acquire Micro Therapeutics

By Jennifer Chiou

New York, Nov. 14 - ev3 Inc. announced it entered a merger agreement under which a wholly owned subsidiary will acquire all the Micro Therapeutics, Inc. stock it does not own.

The companies' boards unanimously approved the merger following the recommendation of Micro Therapeutics' special independent committee.

ev3, which owns 70.1% of Micro Therapeutics stock through a subsidiary, will acquire all Micro Therapeutics' shares in a tax-free transaction. Because the companies have executed the agreement, ev3 no longer intends to start the previously announced exchange offer for the Micro Therapeutics shares that it does not own.

Under the merger agreement, Micro Therapeutics stockholders will receive 0.476289 ev3 shares for each Micro Therapeutics share, a 4% increase in the number of ev3 shares to be issued to each Micro Therapeutics stockholder from the proposed exchange ratio announced on Oct. 10 for ev3's initial proposal to Micro Therapeutics.

ev3 will issue 6.9 million new shares to Micro Therapeutics stockholders, bringing its outstanding shares to 56.1 million. Also, ev3 will assume all outstanding options to purchase Micro Therapeutics stock under Micro Therapeutics' stock option plans.

As the majority stockholder of Micro Therapeutics, ev3 said it executed a written consent approving the merger - the only stockholder approval required to complete the transaction.

The companies expect to complete the merger in the first quarter of 2006.

Plymouth, Minn.-based ev3 Inc. is a medical device company focused on endovascular technologies.

Micro Therapeutics is an Irvine, Calif., developer of minimally invasive medical devices for the diagnosis and treatment of vascular disease.

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