GDT Guidant Corp

NATICK, Mass., March 23 /PRNewswire-FirstCall/ -- Boston Scientific Corporation (NYSE:BSX) today announced that it has made certain commitments to the Directorate-General for Competition of the European Commission as part of the European Commission's antitrust review of Boston Scientific's merger with Guidant Corporation (NYSE:GDT). Details of the commitments are currently confidential, but will become public when the European Commission completes its review and announces its decision. During European Commission reviews of proposed acquisitions, companies often make commitments to resolve potential antitrust issues identified by the European Commission. The existence of commitments extends the typical five-week European Commission review period to up to seven weeks, which means that the European Commission review of the Boston Scientific-Guidant transaction will now formally conclude no later than April 13, 2006. However, the European Commission may conclude its review and issue its decision before that date. Boston Scientific's goal is still to close the transaction during the first week of April. Boston Scientific noted that its commitments are not material to the Guidant transaction. 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 Corporation 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, among other statements, statements regarding the proposed business combination between Boston Scientific Corporation and Guidant Corporation, and the anticipated consequences and benefits of such transaction. Statements made in the future tense, and words such as "anticipate", "expect", "project", "believe", "plan", "estimate", "intend", "will", "may" and similar expressions are intended to identify forward-looking statements. These statements are based on current expectations but are subject to certain risks and uncertainties, many of which are difficult to predict and are beyond the control of Boston Scientific or Guidant. Relevant risks and uncertainties include those referenced in Boston Scientific's and Guidant's filings with the Securities and Exchange Commission ("SEC") (which can be obtained as described in "Additional Information" below), and include: general industry conditions and competition; economic conditions, such as interest rate and currency exchange rate fluctuations; technological advances and patents attained by competitors; challenges inherent in new product development, including obtaining regulatory approvals; domestic and foreign health care reforms and governmental laws and regulations; and trends toward health care cost containment. Risks and uncertainties relating to the proposed transaction include: required regulatory approvals will not be obtained in a timely manner, if at all; the proposed transaction will not be consummated; the anticipated benefits of the proposed transaction will not be realized; and the integration of Guidant's operations with Boston Scientific will be materially delayed or will be more costly or difficult than expected. These risks and uncertainties could cause actual results to differ materially from those expressed in or implied by the forward-looking statements, and therefore should be carefully considered. Neither Boston Scientific nor Guidant assumes any obligation to update any forward-looking statements as a result of new information or future events or developments. Additional Information Boston Scientific and Guidant have filed a definitive prospectus/joint proxy statement with the SEC in connection with the proposed transaction. The material contained herein is not a substitute for the definitive prospectus/joint proxy statement or any other documents that Boston Scientific and Guidant have filed or will file with the SEC. Investors and security holders are urged to read the definitive prospectus/joint proxy statement and any other relevant documents filed or to be filed by Boston Scientific or Guidant, because they contain or will contain important information about the proposed transaction. The definitive prospectus/joint proxy statement is, and other documents filed or to be filed by Boston Scientific and Guidant with the SEC are or will be, available free of charge at the SEC's website (http://www.sec.gov/) or from Boston Scientific by directing a request to Boston Scientific Corporation, One Boston Scientific Place, Natick, Massachusetts 01760-1537, Attention: Milan Kofol, Investor Relations, or from Guidant by directing a request to Guidant Corporation, 111 Monument Circle, 29th Floor, Indianapolis, Indiana 46204, Attention: Investor Relations. Boston Scientific, Guidant and their respective directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies from the security holders of Boston Scientific or Guidant in connection with the proposed transaction. Information about Boston Scientific's directors and executive officers is available in Boston Scientific's Annual Report on Form 10-K for the year ended December 31, 2005, and information about Guidant's directors and executive officers is available in Guidant's Annual Report on Form 10-K for the year ended December 31, 2005. Additional information about the interests of potential participants is included in the definitive prospectus/joint proxy statement referred to above. Contacts - Boston Scientific 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 +1-617-834-8595 (mobile), or Paul Donovan, Media Relations, +1-508-650-8541, or +1-508-667-5165 (mobile), both of Boston Scientific Corporation; or Steve Frankel or Steve Silva, +1-212-355-4449, both of Joele Frank, Wilkinson Brimmer Katcher for Boston Scientific Corporation Web site: http://www.bostonscientific.com/

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