Filed by Boston Scientific
Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Guidant
Corporation
Commission File No.: 001-13388
The following presentation material was distributed to Guidant employees on February 6, 2006.
Link to searchable text of slide shown above
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Transition Principles |
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• Rapid close
• Open communication
• Minimize disruption
• Rapid cycles of discussions and decisions
• Engage employees
• Focus on value creation drivers
Confidential information of Boston Scientific Corporation. Do not copy or distribute.
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Boston Scientific’s mission is to improve the quality of patient care and increase health care productivity
Boston Scientific’s Mission Statement
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Boston Scientific’s mission is to improve the quality of patient care and the productivity of health care delivery through the development and advocacy of less-invasive medical devices and procedures.
This is accomplished through the continuing refinement of existing products and procedures and the investigation and development of new technologies that can reduce risk, trauma, cost, procedure time and the need for aftercare.
Confidential information of Boston Scientific Corporation. Do not copy or distribute.
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Boston Scientific has evolved from early pioneer to industry leader
Global Leadership in Interventional Medicine
[CHART]
Confidential information of Boston Scientific Corporation. Do not copy or distribute.
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Boston Scientific is a global, multi-billion dollar company focused on less-invasive medical devices and procedures
Boston Scientific Corporation Profile
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General Facts:
• Founded in 1979 with 38 employees, $2 million in sales. Now Fortune 500 company
• World’s largest medical device company dedicated to less-invasive therapies
• Portfolio of 15,000 products, many with market leading positions
• The TAXUS® drug eluting stent has been the most successfully launched product in the history of the industry
• Corporate HQ: Natick, MA
• Regional HQs: Singapore, Paris, Tokyo
• Website: www.bostonscientific.com
Product Innovation:
• 9,000+ Patents issued
• $569 Million invested in R&D (‘04)
• $1.2 Billion in 22 Investments (‘04)
Financials:
• $5.6 Billion Revenue (‘04)
• 27.5% CAGR* (‘01-‘04)
• $1.4 Billion Net Income (‘04)
• NYSE: BSX
Demographics:
• 19,500+ Employees
• Direct marketing & sales in more than 40 countries
• 16 Primary manufacturing locations in U.S., Ireland & Costa Rica
* Compound Annual Growth Rate
Confidential information of Boston Scientific Corporation. Do not copy or distribute.
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A strong management team is leading Boston Scientific through its next phase of growth
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James R. Tobin |
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Paul LaViolette |
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President and Chief Executive Officer |
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Chief Operating Officer |
Executive Committee
• Lawrence C. Best – Executive Vice President for Finance and Administration, and Chief Financial Officer
• Brian R. Burns – Senior Vice President, Quality
• Fred A. Colen – Executive Vice President & Chief Technology Officer
• Paul Donovan – Senior Vice President, Corporate Communications
• Jim Gilbert – Senior Vice President
• Jeff H. Goodman – Senior Vice President, and President of International
• Stephen F. Moreci – Senior Vice President & Group President, Endosurgery
• Ken Pucel – Senior Vice President, Operations
• Lucia L. Quinn – Senior Vice President, Human Resources
• Dr. Mary E. Russell, MD, FACC – Senior Vice President, Clinical and Regulatory, and Chief Medical Officer
• Paul W. Sandman – Executive Vice President, Secretary and General Counsel
Confidential information of Boston Scientific Corporation. Do not copy or distribute.
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Boston Scientific is organized into three major groups and eleven distinct businesses
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Groups |
Cardiovascular |
Endosurgery |
Neuromodulation |
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Businesses |
Neurovascular |
Electrophysiology |
Endoscopy |
Oncology |
Pain Management |
Auditory |
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Interventional |
Urology |
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Cardiology |
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Gynecology |
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Peripheral |
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Interventions |
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Vascular |
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Surgery |
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International Sales & Marketing
Confidential information of Boston Scientific Corporation. Do not copy or distribute.
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Strategic Priorities
A. Accelerate profitable base-business growth.
B. Invest to expand DES market and fortify global leadership
C. Deliver on “game changer” products & markets
D. Build new scale beyond “catheter/stent” platforms: CRM and others.
E. Continuously improve an efficient, effective organization
Confidential information of Boston Scientific Corporation. Do not copy or distribute.
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Boston Scientific products help treat a broad range of medical conditions throughout the body
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NEUROMODULATION |
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NEUROVASCULAR |
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PERIPHERAL VASCULAR |
ELECTROPHYSIOLOGY |
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VASCULAR SURGERY |
CARDIOVASCULAR |
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ONCOLOGY |
GYNECOLOGY |
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ENDOSCOPY |
UROLOGY |
Confidential information of Boston Scientific Corporation. Do not copy or distribute.
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Over 25 years of Innovation has led to a broad portfolio of more than 15,000 products
Sampling of Boston Scientific’s Product Portfolio
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Detachable Coils |
Balloons |
Grafts |
Enteral Feeding |
Ablation |
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Cardiac Mapping |
Embolics |
Stents |
Stone Retrieval |
Embolic Protection |
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Biopsy Systems |
Peripheral Dilatation |
Ureteral Stents |
Catheters / Guidewires |
Neuro-stimulation |
Confidential information of Boston Scientific Corporation. Do not copy or distribute.
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We Achieve Global Leadership in our Key Markets
Interventional Cardiology
[CHART]
• 90%+ of sales from market leading products
• Represents 73% of BSC total business
Endosurgery
(Endoscopy, Oncology, Urology, Gynecology)
[CHART]
• 75% of sales from market leading products
• Represents 19% of BSC total business
Q4 2004; Source: company results, analyst reports, MRG reporting
Includes vascular sealing and embolic protection
Confidential information of Boston Scientific Corporation. Do not copy or distribute.
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The Neuromodulation group was formed in 2004 and represents an exciting growth opportunity for BSC
Neuromodulation Group
Revenue by Business
[CHART]
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2004 |
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46 Million |
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2005 est. |
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146 Million |
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Medical Conditions
• Chronic Pain
• Neurological Disorders
• Hearing Loss/Deafness
• Migraine Headaches
Solutions
• Neurostimulation
• Cochlear Implants
• Spinal Cord Stimulators
• Microstimulators
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Precision® Spinal Cord Stimulator
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[LOGO] |
The Neuromodulation Group was formed through the acquisition of Advanced Bionics in 2004. |
Confidential information of Boston Scientific Corporation. Do not copy or distribute.
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Accelerate profitable base-business growth. Growth in existing markets… |
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Pain Management |
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Drug-Eluting Stents |
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Auditory |
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Neurovascular Stents |
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Endoscopy |
Women’s Health |
Endourology |
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Confidential information of Boston Scientific Corporation. Do not copy or distribute.
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DES Pipeline |
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• Apex™ Balloon Catheter
• Radical Advances
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• TAXUS® Barracuda Stent
• New stent material- thin struts w/o compromise
• Apex™-based delivery
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• Long-term DES GLP studies underway
• FIM Planned for ‘06
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TAXUS® PetalTM Bifurcation Stent
• Barracuda & Apex Technology
• Design optimization & pre-clinical studies underway
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Not Available for Sale in the U.S.
Confidential information of Boston Scientific Corporation. Do not copy or distribute.
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Robust Product Pipeline |
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Product Priorities that may shape our future
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Cardiac Rhythm |
Carotid Stenting and |
Endovascular Aortic |
Next-Generation |
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Management (CRM) |
Embolic Protection |
Repair (EVAR) |
Drug-Eluting Stents |
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Cameron Health |
EndoTex NexStent (1) |
TriVascularAAA |
TAXUS® Liberté™ (2) |
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Cardioverter Defibrillator(1) |
Wallstent® (2) |
Stent Graft (1) |
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Single-Use |
Bifurcated Stents |
Pain |
Pain |
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Endoscope |
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Management |
Management |
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Endovations (1) |
Petal Stent (1) |
Precision Spinal Cord |
bion Microstimulator (1) |
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Stimulation System |
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Endoscopy Suite |
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(1) CAUTION: Investigational device. Limited by Federal law to investigational use.
(2) Not available for sale in the United States.
Confidential information of Boston Scientific Corporation. Do not copy or distribute.
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CRM Market |
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Why we like it! |
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[CHART]
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Forecasted |
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‘06 – ‘08 |
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CAGR |
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Total |
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12 |
% |
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ICDs |
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CRT-Ds |
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Pacemakers |
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Source: Wall Street Research.
Confidential information of Boston Scientific Corporation. Do not copy or distribute.
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Guidant Acquisition |
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• Consistent with BSC Strategy
• Long-term interest in CRM
• DES Alternative
• Diversification and Growth
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Confidential information of Boston Scientific Corporation. Do not copy or distribute.
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Achieving Enhanced Diversification and Higher Growth
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Boston Scientific Sales Breakdown |
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Combined Pro Forma Sales Breakdown |
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Preeminent pure play in medical devices
Source: BSC Management estimates. Figures shown assume 2006 full year of combined operation, adjusted for planned Guidant asset divestitures.
Confidential information of Boston Scientific Corporation. Do not copy or distribute.
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Key Value Drivers
CRM Market Position Recovery Goals
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[CHART]
Source: Company estimates.
Confidential information of Boston Scientific Corporation. Do not copy or distribute.
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Key Value Drivers
Growth Through DES Platform Diversification
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TAXUS™ position |
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Immediate access |
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Pipeline |
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Differentiated platforms |
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Primary program |
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‘Olimus alternative |
TECHNOLOGY PORTFOLIO
Confidential information of Boston Scientific Corporation. Do not copy or distribute.
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Creating a Global Leader in Cardiovascular Devices
2006 Est. Cardiovascular Device Sales
[CHART]
Note: BSC-Guidant based on Wall Street Case and Company estimates, reflecting full year of combined operation adjusted for planned Guidant asset divestitures. All others based on Wall Street Research.
Confidential information of Boston Scientific Corporation. Do not copy or distribute.
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Current Initiatives that drive continuous improvements |
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Project Horizon
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E-Manufacturing
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STRIVE
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Japan Restructuring
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Lean Product Development Proc
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Confidential information of Boston Scientific Corporation. Do not copy or distribute.
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Boston Scientific Invests in the Communities
Where We Work and Live
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• As Boston Scientific has grown, so has our commitment to giving back to the communities where we work and live
• Through the Boston Scientific Foundation, we support organizations and causes that support individuals and communities by promoting improvements in two critical areas – health and education
• Since its inception in 2002, the Foundation has donated approximately $4 million in grants to more than 150 charitable organizations
• Annually, Boston Scientific contributes more than $25 million towards research, education and local communities
• We continue to organize and participate in numerous volunteer programs at Boston Scientific sites worldwide
Confidential information of Boston Scientific Corporation. Do not copy or distribute.
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Where else would we rather be?
Growth
[CHART]
Guidant
[CHART]
Size and Shape
[CHART]
Future Technologies
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Confidential information of Boston Scientific Corporation. Do not copy or distribute.
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