Boston Scientific Corporation · NYSE:BSX
Boston Scientific — SPAC Merger (December 2005)
22 slides from Boston Scientific's SPAC merger presentation, Dec 5, 2005
Slide 1: Creating the World's Leading Cardiovascular Device Company
Boston Scientific Delivering what's next.” Creating the World’s Leading Cardiovascular Device Company Accelerating Diversification and Growth December 5, 2005
Slide 2: Forward-Looking Statements
Boston, Scientific ees Ls : oer competition, economic conditions, such as interest rate and currency exchange rae fe technological advances and patents attained by competitors; challenges innerent in new product development, including obtaining regulatory approvals; domestic and foreign health care
Slide 3: Additional Information and Proxy Solicitation
Boston, Scientific wind statement wo ia be, ¢ Guidant with the SEC are or willbe, Soe Selenbiic oF Guidant in connection with Boston Scientiic's proposed aca with Johnson & Johnson's proposed acquisition of Guidant. Ifa proxy solcitalion commences, Bost : Scientific, Guidant and their respective dir
Slide 4: Presenters
hts ic Jim Tobin. Paul LaViolette Chief Larry Best Chief Financial Officer
Slide 5: Introducing the Proposed Transaction
Boston. Introducing the Proposed-Transaction Scientific = The combination creates the world’s leading cardiovascular device company = Powerful strategic and financial rationale = Strength of the BSC Proposal
Slide 6: Strategic and Financial Rationale
hts ic Industry Leadership | = + Acquiring a leading franchise nu Enhancing) CRM business pikeeites Rene Drives long-term top-line and bottom-line growth Growth = Adds second drug eluting stent program = Steady, diversified cash flow: 2006 EBITDA of greater than Solid Financial $3 billion for combin
Slide 7: Combining Two Industry Leaders
Combining Two Industhykeaders = Key businesses: * Drug Eluting Stents * Other Cardiovascular = Endosurgery * Neuromodulation = Established industry leader * #1 in DES (65% U.S. share) * 90% of cardiovascular sales from #1 positioned products * 75% of other sales from #1 positioned products Boston, S
Slide 8: Acquiring Leading Business in High-Growth Market
Boston, Acquiring Leadin iness:in-High:Growth__ 5cienufic “eon ‘Worldwide Sales CAGR ‘Silions) Tee $14.0 $12.0 IcDs. 1% cs $8.0 ‘CRT-Ds 28% Pacemakers 4% ‘Pacemakers OCRT-Ds ‘ICDs
Slide 9: Guidant is a CRM Leader
Boston, Scientific Guidant is a CRM Leader a P2008 sts ny Conpettr—OveatcRM | ty ‘
Slide 10: Combined 2006 projected revenues $9 billion
Combined 2006 proj e $9 billion; Growing on average 12% per year, xpected to approach $12 billion by 200:
Slide 11: Scienufic Reccmanns pa oid pan tad tt en ets
Boston, Scienufic 8 Reccmanns pa oid pan tad tt en ets —fetats tment rps an act one Seta sah " § —_Eeedanvsahnp too 9007
Slide 12: Creating The World's Largest Cardiovascular Company
Boston, Scienufic Creating The World's Largest-Gardiovascular = Merges two innovative leaders with proven track records = Leverages strong financial capability to diversify into high growth CRM opportunity and complementary DES technology = Strategic and financial diversification = Multiple growth e
Slide 13: Delivering what's next
Serunhe Delivering what's a
Slide 14: The Transaction
The Transaction = Offer Price: = Consideration: = Premium to J&J Offer: = Pro Forma Ownership: = Conditions: = Financing Contingency: = Financing Commitments: = Expected Closing: = Financial Advisors: Boston, Scientific $72.00 per share 50% cash / 50% stock 14% over $63.43") 65% for BSC shareholders
Slide 15: Strength of the BSC Proposal
Boston, SESE Strength of the BSC Proposal: pletion Committed financing Divestiture plan = BSC is prepared to divest the Guidant vascular intervention and endovascular businesses while retaining shared rights to Guidant's drug eluting stent program, which it expects will address any competition conce
Slide 16: Financial Rationale
Boston, Financial Rationale _ Scientific Accelerates top and bottom line long-term growth rate = Cash EPS" accretive in 2008 = Significant synergies opportunity including reprioritization of current BSC spend = Steady, diversified cash flow: 2006 EBITDA of greater than $3 billion for combined entity
Slide 17: Opportunity to Enhance Value for Current and Future Shareholders
Opportunity to Enhance.Value-for-CGurrent and Fu areholders Boston, Scientific Market rewards medical device Company 2006 2007, companies with: Medtronic 22.7% 19.6% = Products in underpenetrated, large and expanding St. Jude 273 23.5 businesses Zimmer 194 17.2 = Diversified product lines Stryker 22
Slide 18: Consideration and Committed Financing
Serentific Consideration and = mitted-Financing (Dollars in Billig, ri (1) Consideration’ One-Year Bridge Loan! $7.0 BSC Common Stock $125 Five-Year Term Loan 5.0 Cash 12.5 Five-Year Revolver” 2.0 Total Offer Value Total Committed Financing $14.0 een rans nt ren fo F cst ag Sans tare cp Fe
Slide 19: Manageable debt level
pertne = Manageable debt level Gross Debt Equity” Capitalization Cash Available Liquidity $2.9 i) 1) eet amar 28 200g pens 559 mt thang peda aenbar 12085, posed etch ned ome pyr Cae {) — Eaent ary pant vet nae abun @ pees 5 6) apse fiemrer caer
Slide 20: Roadmap to Completion
Boston, Scientific Roadmap to Completion Upon invitation by Guidant Board, Boston Scientific to commence confirmatory due diligence immediately = Complete confirmatory due diligence in December = Commence discussions with antitrust agencies immediately = Discussions with rating agencies initiated =
Slide 21: Summary
Boston, Summary Scientific = Powerful strategic and financi: = Strength of the BSC Proposal
Slide 22: Searchable text section of graphics shown above
Searchable text section of graphics shown above [LO GO] Delivering what’s next. TM Creating the World’s Leading Cardiovascular Device Company Accelerating Diversification and Growth December 5, 2005 [L OGO] Safe Harbor: Forward-Looking Statements This presentation contains “forward-looking statement