-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jd9WVrC8DF2FRqvVBZdz8nNT/k/2x2ULPPgUbYI6SPFX2H1L3JzE5D8ytW/26m1T bUNhZF3Y/5RSaZAtdwWO1g== 0001104659-05-047829.txt : 20051011 0001104659-05-047829.hdr.sgml : 20051010 20051011061115 ACCESSION NUMBER: 0001104659-05-047829 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20051011 DATE AS OF CHANGE: 20051011 GROUP MEMBERS: EV3 INC. GROUP MEMBERS: WARBURG PINCUS & CO GROUP MEMBERS: WARBURG PINCUS LLC GROUP MEMBERS: WARBURG PINCUS PARTNERS LLC GROUP MEMBERS: WARBURG, PINCUS EQUITY PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MICRO THERAPEUTICS INC CENTRAL INDEX KEY: 0000311407 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 330569235 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51975 FILM NUMBER: 051130654 BUSINESS ADDRESS: STREET 1: 2 GOODYEAR CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 9498373700 MAIL ADDRESS: STREET 1: 2 GOODYEAR CITY: IRVINE STATE: CA ZIP: 92618 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MICRO INVESTMENT LLC CENTRAL INDEX KEY: 0001141701 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS EQUITY PARTNERS LP STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS EQUITY PARTNERS LP STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 a05-17440_2sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 12)*

MICRO THERAPEUTICS, INC.

(Name of Issuer)

Common Stock, $0.001 Par Value

(Title of Class of Securities)

59500W100

(CUSIP Number)

L. Cecily Hines
Vice President, Secretary and
Chief Legal Officer
ev3 Inc.
4600 Nathan Lane North
Plymouth, MN 55442
(763) 398-7000

Scott A. Arenare, Esq.
Managing Director and
General Counsel
Warburg Pincus LLC
466 Lexington Avenue
New York, NY 10017
(212) 878-0600

Copies to:
Tracy Kimmel, Esq.
John Graham, Esq.
King & Spalding LLP
1185 Avenue of the Americas
New York, New York 10036
(212) 556-2100

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 7, 2005

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 59500W100

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Micro Investment, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 34,041,578

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 34,041,578

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 34,041,578

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 70.2%

	14.	Type of Reporting Person (See Instructions) OO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Warburg, Pincus Equity Partners, L.P. I.R.S. #13-3986317

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 34,041,578

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 34,041,578

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 34,041,578

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 70.2%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Warburg Pincus & Co. I.R.S. #13-6358475

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 34,041,578

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 34,041,578

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 34,041,578

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 70.2%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Warburg Pincus LLC I.R.S. #13-3536050

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 34,041,578

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 34,041,578

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 34,041,578

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 70.2%

	14.	Type of Reporting Person (See Instructions) OO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Warburg Pincus Partners LLC I.R.S. # 13-4069737

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 34,041,578

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 34,041,578

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 34,041,578

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 70.2%

	14.	Type of Reporting Person (See Instructions) OO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) ev3 Inc. I.R.S. # 32-0138874

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 34,041,578

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 34,041,578

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 34,041,578

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 70.2%

	14.	Type of Reporting Person (See Instructions) OO

This Amendment No. 12 amends the Schedule 13D originally filed on June 5, 2001, as amended by Amendment No. 1, filed on June 21, 2001, as further amended by Amendment No. 2, filed on July 27, 2001, as further amended by Amendment No. 3, filed on September 6, 2002, as further amended by Amendment No. 4, filed on October 2, 2002, as further amended by Amendment No. 5, filed on February 21, 2003, as further amended by Amendment No. 6, filed on September 3, 2003, as further amended by Amendment No. 7, filed on December 8, 2003, as further amended by Amendment No. 8, filed on February 3, 2004, as further amended by Amendment No. 9, filed on June 29, 2004, as further amended by Amendment No. 10, filed on August 19, 2004, as further amended by Amendment No. 11, filed on April 6, 2005 (as so amended, the “Original 13D”), on behalf of ev3 LLC, a Delaware limited liability company (“ev3 LLC”), Micro Investment, LLC, a Delaware limited liability company (“Micro LLC”), Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership (together with two affiliated entities, “WPEP”), Warburg Pincus LLC, a New York limited liability company (“WP LLC”), Warburg Pincus & Co., a New York general partnership (“WP”), Warburg Pincus Partners LLC, a New York limited liability company (“WPP LLC” and together with WPEP, WP LLC, and WP, the “Warburg Pincus Reporting Persons”), and, with respect to this Amendment No. 12 to the Original 13D, ev3 Inc., a Delaware corporation (“ev3 Inc.”). This Amendment No. 12 to the Original 13D relates to the common stock, par value $0.001 per share (the “Common Stock”), of Micro Therapeutics, Inc., a Delaware corporation (the “Company”). Unless otherwise indicated herein, each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Original 13D. ev3 Inc., Micro LLC and the Warburg Pincus Reporting Persons are hereinafter collectively referred to as the “Reporting Persons.”
On June 21, 2005, ev3 LLC merged with and into ev3 Inc. pursuant to a merger agreement dated as of April 4, 2005 (the “Merger”). This Amendment No. 12 to the Original 13D (i) adds ev3 Inc. as a “Reporting Person” and (ii) removes ev3 LLC as a “Reporting Person” because ev3 LLC ceased to exist as a separate entity as a result of the Merger.

Item 2.	Identity and Background
Item 2 is hereby amended and restated in its entirety to read as follows:
(a) This statement is filed by the Reporting Persons. The sole member of Micro LLC is ev3 Inc. The sole general partner of WPEP is WPP LLC. WP is the sole managing member of WPP LLC. WP LLC manages WPEP. The general partners of WP and the members of WP LLC, and their respective business addresses and principal occupations, are set forth on Schedule I hereto. Schedule II attached hereto sets forth certain additional information with respect to each director, executive officer and controlling person of ev3 Inc.
(b) The address of the principal business and principal office of each of Micro LLC and the Warburg Pincus Reporting Persons and those persons listed on Schedule I is c/o Warburg Pincus LLC, 466 Lexington Avenue, New York, New York 10017. The address of the principal business and principal office of ev3 Inc. and those persons listed on Schedule II hereto is c/o ev3 Inc., 4600 Nathan Lane North, Plymouth, Minnesota 55442, other than (i) the Warburg Pincus Reporting Persons and Elizabeth H. Weatherman whose address is c/o Warburg Pincus LLC, 466 Lexington Avenue, New York, New York 10017 and (ii) Richard B. Emmitt whose address is c/o The Vertical Group, L.P., 25 DeForest Avenue, Summit, New Jersey 07091.

(c) The principal business of ev3 Inc. is that of a corporation formed for the purpose of holding the capital stock and membership interests of its subsidiaries. The principal business of Micro LLC is that of a limited liability company engaged in making venture capital and related investments. The principal business of WPEP is that of making private equity and related investments. The principal business of WPP LLC is acting as sole general partner of WPEP and several other related partnerships. The principal business of WP is acting the managing member of WPP LLC. The principal business of WP LLC is acting as manager of WPEP and several other related partnerships.
(d) None of the Reporting Persons, nor, to the best of their knowledge, any of the directors, executive officers, control persons, general partners or members referred to in paragraph (a) above has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons, nor, to the best of their knowledge, any of the directors, executive officers, control persons, general partners or members referred to in paragraphs (a) and (d) above has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Except as otherwise indicated on Schedules I and II hereto, each of the individuals referred to in paragraphs (a) and (d) above is a United States citizen.

Item 3.	Source and Amount of Funds or Other Consideration
The information contained in Item 3 of the Original 13D is hereby amended and supplemented by adding the following paragraphs at the end of the discussion:
On May 26, 2005, pursuant to the terms of the Contribution Agreement, the Contributors contributed 9,704,819 shares of Common Stock (the “Contributed Shares”) to ev3 LLC in exchange for common membership units of ev3 LLC. ev3 LLC subsequently transferred the Contributed Shares to Micro LLC.
The consideration to be paid for the shares of Common Stock acquired through the Exchange Offer and Merger described in Item 4 below will be authorized but unissued shares of the common stock of ev3 Inc.

Item 4.	Purpose of Transaction
The information contained in Item 4 of the Original 13D is hereby amended and supplemented by adding the following paragraphs at the end of the discussion:
On September 16, 2005, James M. Corbett, ev3 Inc.’s President and Chief Executive Officer, contacted George Wallace and Richard D. Randall, the members of the Company’s

special independent committee (the “Special Committee”), on an informal basis to inform them that, as part of ev3 Inc.’s ongoing review of its investment in and relationships with the Company, the ev3 Inc. Board of Directors and members of ev3 Inc.’s senior management team were in the process of evaluating the advantages and disadvantages of making a proposal to the Company to acquire the remaining interests in the Company held by its public stockholders and to request the members of the Special Committee to begin to develop their views of the parameters of a proposal that the members of the Special Committee would find acceptable.

On September 19, 2005, members of ev3 Inc.’s management and its counsel held a teleconference with the members of the Special Committee, the Special Committee’s counsel, and the Company’s counsel. During this teleconference, ev3 Inc.’s management discussed the factors it was considering in determining whether to make a proposal to the Company. ev3 also shared with the Special Committee and its counsel its preliminary determination that ev3 preferred to pursue an exchange offer as opposed to a negotiated merger transaction.

On October 7, 2005, ev3 Inc. delivered a private letter to the Board of Directors of the Company (the “Letter”) proposing a transaction (the “Proposal”) in which it would acquire all of the outstanding shares of Common Stock it did not already own through an exchange offer (the “Exchange Offer”) to be made to the Company’s stockholders at a purchase price of $6.91 per share of Common Stock, payable in shares of ev3 Inc. common stock. The Board of Directors of the Company authorized the Special Committee to evaluate and negotiate the terms of the Proposal.

Between October 7, 2005 and October 9, 2005, ev3 Inc.’s management and the members of the Special Committee engaged in discussions regarding the possible terms of the Proposal. Based on these discussions (including the Special Committee’s rejection of the exchange ratio implied by ev3’s initial Proposal), ev3 Inc. revised the Proposal to provide for an exchange ratio of 0.45797 of a share of ev3 Inc. common stock for each outstanding share of Common Stock. During the late evening of October 9, 2005, the Special Committee informed ev3 Inc. that, based on its analysis to date, it intends to recommend acceptance of the Proposal based on this revised exchange ratio, subject to satisfactory due diligence, final agreement regarding the terms of the Exchange Offer and related documentation and receipt of a formal fairness opinion from the Special Committee’s financial advisor.

On October 10, 2005, ev3 Inc. issued a press release publicly announcing the revised Proposal (the “Press Release”). Copies of the Letter and the Press Release are attached as exhibits to this Amendment No. 12 to the Original 13D and are incorporated herein by reference.

The Exchange Offer will be conditioned on the acceptance of the Exchange Offer by holders of at least two-thirds of the shares of Common Stock not held by ev3 Inc. and its subsidiaries or other affiliates of the Company. The Proposal was and the Exchange Offer will be conditioned on the Company having provided the necessary consents and/or waivers under the Company’s current “poison pill” and any applicable state anti-takeover statutes. Assuming these conditions are satisfied and the Exchange Offer is completed, ev3 Inc. and its subsidiaries would own more than 90% of the outstanding shares of Common Stock and ev3 Inc. would thereafter effect a merger (the “Merger”) of the Company with and into ev3 Inc. or an affiliate of

ev3 Inc. on the same terms as the Exchange Offer in accordance with Delaware law. Upon consummation of the Exchange Offer and Merger, the Company would become a wholly owned subsidiary of ev3 Inc.

Item 5.	Interest in Securities of the Issuer
Items 5(a), (b) and (c) are hereby amended and restated in their entirety to read as follows:
(a) As of October 11, 2005, (i) ev3 Inc. may be deemed to beneficially own 34,041,578 shares of Common Stock, representing 70.2% of the outstanding Common Stock, (ii) Micro LLC may be deemed to beneficially own 34,041,578 shares of Common Stock, representing 70.2% of the outstanding Common Stock, and (iii) the Warburg Pincus Reporting Persons may be deemed to beneficially own 34,041,578 shares of Common Stock, representing 70.2% of the outstanding Common Stock. The foregoing percentages for ev3 Inc., Micro LLC and the Warburg Pincus Reporting Persons were calculated by dividing (a) the shares of Common Stock each of ev3 Inc., Micro LLC and the Warburg Pincus Reporting Persons may be deemed to beneficially own by (b) the 48,506,527 shares of Common Stock outstanding as of August 15, 2005, as represented by the Company in its Form 10-Q for the quarter ended July 2, 2005. By reason of their respective relationships with ev3 Inc. and each other, each of the Warburg Pincus Reporting Persons may be deemed under Rule 13d-3 of the Exchange Act to own beneficially all of the shares of Common Stock that ev3 Inc. owns. By reason of its ownership of Micro LLC, ev3 Inc. may be deemed under Rule 13d-3 of the Exchange Act to own beneficially all of the shares of Common Stock that Micro LLC owns.
(b) Each of ev3 Inc. and Micro LLC share the power to vote or to direct the vote and to dispose or to direct the disposition of the 34,041,578 shares of Common Stock owned directly by Micro LLC. Each of the Warburg Pincus Reporting Persons shares with ev3 Inc. the power to vote or to direct the vote and to dispose or to direct the disposition of 34,041,578 shares of Common Stock ev3 Inc. may be deemed to beneficially own. Each of the Warburg Pincus Reporting Persons shares with the other Warburg Pincus Reporting Persons the power to vote or to direct the vote and to dispose or to direct the disposition of all of the shares of Common Stock it may be deemed to beneficially own.
The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act.
(c) No transactions in the Common Stock were effected during the past sixty days by the Reporting Persons or, to the knowledge of the Reporting Persons, any of the persons set forth on Schedule I, Schedule II or in Item 2(d) hereto.

Item 7.	Material to Be Filed as Exhibits
Exhibit 1. Letter from ev3 Inc. to the Board of Directors of Micro Therapeutics, Inc., dated October 7, 2005
Exhibit 2. Press Release of ev3 Inc., dated October 10, 2005

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: October 11, 2005	EV3 INC.


	By:	/s/ James M. Corbett
		Name: James M. Corbett
		Title: President and Chief Executive Officer


Dated: October 11, 2005	MICRO INVESTMENT, LLC
		By: ev3 Inc., Managing Member


	By:	/s/ James M. Corbett
		Name: James M. Corbett
		Title: President and Chief Executive Officer


Dated: October 11, 2005	WARBURG, PINCUS EQUITY PARTNERS, L.P.
		By:	Warburg Pincus Partners LLC,
			its General Partner

			By:	Warburg Pincus & Co.,
				its Managing Member


	By:	/s/ Sean D. Carney
		Name: Sean D. Carney
		Title: Partner


Dated: October 11, 2005	WARBURG PINCUS & CO.


	By:	/s/ Sean D. Carney
		Name: Sean D. Carney
		Title: Partner

Dated: October 11, 2005	WARBURG PINCUS LLC


	By:	/s/ Sean D. Carney
		Name: Sean D. Carney
		Title: Member

Dated: October 11, 2005	WARBURG PINCUS PARTNERS LLC
		By:	Warburg Pincus & Co.,
			its Managing Member


	By:	/s/ Sean D. Carney
		Name: Sean D. Carney
		Title: Partner

SCHEDULE I

Set forth below is the name, position and present principal occupation of each of the general partners of Warburg Pincus & Co. (“WP”) and members of Warburg Pincus LLC (“WP LLC”). The sole general partner of Warburg, Pincus Equity Partners, L.P. (“WPEP”) is Warburg Pincus Partners LLC (“WPP LLC”), a subsidiary of WP. WPEP, WPP LLC, WP and WP LLC are hereinafter collectively referred to as the “Warburg Pincus Reporting Persons”. Except as otherwise indicated, the business address of each of such persons is 466 Lexington Avenue, New York, New York 10017, and each of such persons is a citizen of the United States.

GENERAL PARTNERS OF WP

NAME		PRESENT PRINCIPAL OCCUPATION IN ADDITION TO POSITION WITH WP, AND POSITIONS WITH THE REPORTING ENTITIES
Joel Ackerman		Partner of WP; Member and Managing Director of WP LLC
Scott A. Arenare		Partner of WP; Member and Managing Director of WP LLC
Gregory Back		Partner of WP; Member and Managing Director of WP LLC
David Barr		Partner of WP; Member and Managing Director of WP LLC
Larry Bettino		Partner of WP; Member and Managing Director of WP LLC
Harold Brown		Partner of WP; Member and Managing Director of WP LLC
Sean D. Carney		Partner of WP; Member and Managing Director of WP LLC
Mark Colodny		Partner of WP; Member and Managing Director of WP LLC
Timothy J. Curt		Partner of WP; Member and Managing Director of WP LLC
W. Bowman Cutter		Partner of WP; Member and Managing Director of WP LLC
Cary J. Davis		Partner of WP; Member and Managing Director of WP LLC
Michael Graff		Partner of WP; Member and Managing Director of WP LLC
Patrick T. Hackett		Partner of WP; Member and Managing Director of WP LLC
Jeffrey A. Harris		Partner of WP; Member and Managing Director of WP LLC
Stewart J. Hen		Partner of WP; Member and Managing Director of WP LLC
William H. Janeway		Partner of WP; Member and Vice Chairman of WP LLC

Julie A. Johnson		Partner of WP; Member and Managing Director of WP LLC
Chansoo Joung		Partner of WP; Member and Managing Director of WP LLC
Peter R. Kagan		Partner of WP; Member and Managing Director of WP LLC
Charles R. Kaye		Managing General Partner of WP; Managing Member and Co-President of WP LLC
Henry Kressel		Partner of WP; Member and Managing Director of WP LLC
Joseph P. Landy		Managing General Partner of WP; Managing Member and Co-President of WP LLC
Sidney Lapidus		Partner of WP; Member and Managing Director of WP LLC
Kewsong Lee		Partner of WP; Member and Managing Director of WP LLC
Jonathan S. Leff		Partner of WP; Member and Managing Director of WP LLC
Philip Mintz		Partner of WP; Member and Managing Director of WP LLC
Rodman W. Moorhead III		Partner of WP; Member and Managing Director of WP LLC
James Neary		Partner of WP; Member and Managing Director of WP LLC
Dalip Pathak		Partner of WP; Member and Managing Director of WP LLC
Lionel I. Pincus		Partner of WP; Member and Chairman of WP LLC
Michael F. Profenius		Partner of WP; Member and Managing Director of WP LLC
Stan Raatz		Partner of WP; Member and Managing Director of WP LLC
Henry B. Schacht		Partner of WP; Member and Managing Director of WP LLC
Steven G. Schneider		Partner of WP; Member and Managing Director of WP LLC
Mimi Strouse		Partner of WP; Member and Managing Director of WP LLC
Barry Taylor		Partner of WP; Member and Managing Director of WP LLC
Christopher H. Turner		Partner of WP; Member and Managing Director of WP LLC
John L. Vogelstein		Partner of WP; Member and Vice Chairman of WP LLC
John R. Vrolyk		Partner of WP; Member and Managing Director of WP LLC
Elizabeth H. Weatherman		Partner of WP; Member and Managing Director of WP LLC
David J. Wenstrup		Partner of WP; Member and Managing Director of WP LLC

Rosanne Zimmerman		Partner of WP; Member and Managing Director of WP LLC
Pincus & Company LLC*
NL & Co.**

* New York limited liability company; primary activity is ownership interest in WP and WP LLC

** New York limited partnership; primary activity is ownership interest in WP.

MEMBERS OF WP LLC

NAME		PRESENT PRINCIPAL OCCUPATION IN ADDITION TO POSITION WITH WP LLC, AND POSITIONS WITH THE REPORTING ENTITIES
Joel Ackerman		Member and Managing Director of WP LLC; Partner of WP
Scott A. Arenare		Member and Managing Director of WP LLC; Partner of WP
Gregory Back		Member and Managing Director of WP LLC; Partner of WP
David Barr		Member and Managing Director of WP LLC; Partner of WP
Larry Bettino		Member and Managing Director of WP LLC, Partner of WP
Harold Brown		Member and Managing Director of WP LLC; Partner of WP
Sean D. Carney		Member and Managing Director of WP LLC; Partner of WP
Stephen John Coates (1)		Member and Managing Director of WP LLC
Mark Colodny		Member and Managing Director of WP LLC; Partner of WP
Timothy J. Curt		Member and Managing Director of WP LLC; Partner of WP
W. Bowman Cutter		Member and Managing Director of WP LLC; Partner of WP
Cary J. Davis		Member and Managing Director of WP LLC; Partner of WP
Rajiv Ghatalia (2)		Member and Managing Director of WP LLC
Michael Graff		Member and Managing Director of WP LLC; Partner of WP
Patrick T. Hackett		Member and Managing Director of WP LLC; Partner of WP
Jeffrey A. Harris		Member and Managing Director of WP LLC; Partner of WP
Stewart J. Hen		Member and Managing Director of WP LLC; Partner of WP
Sung-Jin Hwang (3)		Member and Managing Director of WP LLC
William H. Janeway		Member and Vice Chairman of WP LLC; Partner of WP
Julie A. Johnson		Member and Managing Director of WP LLC; Partner of WP
Chansoo Joung		Member and Managing Director of WP LLC; Partner of WP
Peter R. Kagan		Member and Managing Director of WP LLC; Partner of WP

Charles R. Kaye		Managing Member and Co-President of WP LLC; Managing General Partner of WP
Rajesh Khanna (2)		Member and Managing Director of WP LLC
Henry Kressel		Member and Managing Director of WP LLC; Partner of WP
Joseph P. Landy		Managing Member and Co-President of WP LLC; Managing General Partner of WP
Sidney Lapidus		Member and Managing Director of WP LLC; Partner of WP
Kewsong Lee		Member and Managing Director of WP LLC; Partner of WP
Jonathan S. Leff		Member and Managing Director of WP LLC; Partner of WP
David Li (4)		Member and Managing Director of WP LLC
Nicholas J. Lowcock (1)		Member and Managing Director of WP LLC
John W. MacIntosh (5)		Member and Managing Director of WP LLC
Philip Mintz		Member and Managing Director of WP LLC; Partner of WP
Rodman W. Moorhead III		Member and Managing Director of WP LLC; Partner of WP
James Neary		Member and Managing Director of WP LLC; Partner of WP
Bilge Ogut (6)		Member and Managing Director of WP LLC
Dalip Pathak		Member and Managing Director of WP LLC; Partner of WP
Lionel I. Pincus		Member and Chairman of WP LLC; Partner of WP
Pulak Chandan Prasad (2)		Member and Managing Director of WP LLC
Michael F. Profenius		Member and Managing Director of WP LLC; Partner of WP
Stan Raatz		Member and Managing Director of WP LLC; Partner of WP
Henry B. Schacht		Member and Managing Director of WP LLC; Partner of WP
Steven G. Schneider		Member and Managing Director of WP LLC; Partner of WP
Joseph C. Schull (5)		Member and Managing Director of WP LLC
Mimi Strouse		Member and Managing Director of WP LLC; Partner of WP
Chang Q. Sun (4)		Member and Managing Director of WP LLC
Barry Taylor		Member and Managing Director of WP LLC; Partner of WP

Christopher H. Turner		Member and Managing Director of WP LLC; Partner of WP
John L. Vogelstein		Member and Vice Chairman of WP LLC; Partner of WP
John R. Vrolyk		Member and Managing Director of WP LLC; Partner of WP
Elizabeth H. Weatherman		Member and Managing Director of WP LLC; Partner of WP
David J. Wenstrup		Member and Managing Director of WP LLC; Partner of WP
Peter Wilson (1)		Member and Managing Director of WP LLC
Jeremy S. Young (1)		Member and Managing Director of WP LLC
Rosanne Zimmerman		Member and Managing Director of WP LLC; Partner of WP
Pincus & Company LLC*

(1) Citizen of United Kingdom

(2) Citizen of India

(3) Citizen of Korea

(4) Citizen of Hong Kong

(5) Citizen of Canada

(6) Citizen of Turkey

* New York limited liability company; primary activity is ownership interest in WP and WP LLC

SCHEDULE II

The name, address, citizenship and present principal occupation or employment of each the directors, executive officers and controlling persons of ev3 Inc. are set forth below. Unless otherwise indicated below, each occupation set forth opposite an individual’s name refers to employment with ev3 Inc.

Name and Business Address*	Citizenship or Place of Organization	Present Occupation

Warburg, Pincus Equity Partners, L.P. 466 Lexington Avenue New York, New York 10017	Delaware	N/A

Warburg Pincus & Co. 466 Lexington Avenue New York, New York 10017	New York	N/A

Warburg Pincus LLC 466 Lexington Avenue New York, New York 10017	New York	N/A

Warburg Pincus Partners LLC 466 Lexington Avenue New York, New York 10017	New York	N/A

James M. Corbett	U.S.	President and Chief Executive Officer and Director of ev3 Inc.

Patrick D. Spangler	U.S.	Chief Financial Officer and Treasurer

Michael E. Cameron	U.S.	Vice President, Operations

Stacy Enxing Seng	U.S.	President, Cardio Peripheral Division

Pascal E.R. Girin	France	President, International

Gerald B. Gollinger	U.S.	Vice President, Quality and Chief Compliance Officer

L. Cecily Hines	U.S.	Vice President, Secretary and Chief Legal Officer

Gregory Morrison	U.S.	Vice President, Human Resources

Jeffrey J. Peters	U.S.	Vice President, Research and Development, Cardio Peripheral Division and Chief Technology Officer

Thomas C. Wilder III	U.S.	President, Neurovascular Division of ev3 Inc. and President, Chief Executive Officer and Acting Chief Financial Officer of Micro Therapeutics, Inc.

Haywood D. Cochrane	U.S.	Director of ev3 Inc. and Chief Executive Officer of CHD Meridian Corporate Healthcare

Richard B. Emmitt c/o The Vertical Group, L.P. 25 DeForest Avenue Summit, New Jersey 07901	U.S.	Director of ev3 Inc. and Managing Director of The Vertical Group, L.P.

Douglas W. Kohrs	U.S.	Director of ev3 Inc.

Dale A. Spencer	U.S.	Director of ev3 Inc. and Private Investor

Thomas E. Timbie	U.S.	Director of ev3 Inc. and President of Timbie & Company, LLC

Elizabeth H. Weatherman c/o Warburg Pincus LLC 466 Lexington Avenue New York, New York 10017	U.S.	Director of ev3 Inc. and Managing Director of Warburg Pincus LLC

* Unless otherwise indicated, the business address of these individuals is c/o ev3 Inc., 4600 Nathan Lane North, Plymouth, Minnesota 554402.

EX-1 2 a05-17440_2ex1.htm EX-1

Exhibit 1

4600 Nathan Lane N.
Plymouth, MN 55442
PH 763-398-7000
FX 763-398-7200

October 7, 2005

Board of Directors

Micro Therapeutics, Inc.

2 Goodyear

Irvine. California 92618

Members of the Board:

Today we are beginning a process that we believe is in the best interest of all stockholders of Micro Therapeutics, Inc. (the “Company”). I am writing you to let you know that ev3 Inc. (“ev3”) intends to commence a transaction whereby ev3 would increase its equity ownership, up to l00%, in the Company. We intend to offer to acquire all of the shares of the Company’s common stock not currently owned by ev3 at a purchase price of $6.91 per share, payable in ev3 common stock. This price reflects a 20% premium to the trailing 30 day average ending with the closing price of the Company’s common stock on October 7, 2005.

It is also our intention that the closing of the offer would be conditioned on the acceptance of the offer by holders of two-thirds of the shares of the Company not held by ev3 or other affiliates of the Company. Assuming this condition is satisfied and the offer is completed, ev3 would own more than 90% of the outstanding shares of the Company’s common stock as a result of the offer and ev3 would thereafter effect a merger of the Company with and into ev3 or an affiliate of ev3 on the same terms as the offer. Of course, our willingness to commence the offer is conditioned on the Company’s having provided the necessary consents and/or waivers under the Company’s current “poison pill” and any applicable state anti-takeover statutes.

We understand that the Board of Directors of the Company has authorized its existing special committee of disinterested directors (the “Special Committee”) to respond to our proposal on behalf of the Company’s public stockholders with the assistance of the financial and legal advisors that it has selected. ev3 would welcome the opportunity to present its proposal to the Special Committee as soon as possible. Our entire team, including our legal and financial advisors, looks forward to working with the Special Committee and its legal and financial advisors to complete a mutually acceptable transaction.

We believe this proposed transaction is very much in the interests of the Company’s public stockholders and the Company’s business. ev3 is a global medical device company focused on all three endovascular device sub-markets, including the neurovascular market served by the Company. By exchanging their shares of the Company for shares of ev3, the Company’s public stockholders would participate in the opportunity and upside of ev3 while retaining a continued ownership interest in the

Company’s business through an ownership interest in ev3. In addition, the transaction we propose would enhance our collective ability to pursue a coordinated strategy for ev3’s cardio peripheral and neurovascular products, while reducing the costs and complexities associated with having two distinct sets of public stockholders.

In considering our proposal, you should be aware that we are interested only in acquiring the publicly held shares of the Company and we will not sell our stake in the Company.

Concurrently with sending this letter to you, we are preparing to file an amendment to our Schedule 13D.

	Sincerely,


	/s/ James M. Corbett
	James M. Corbett
	President and Chief Executive Officer

EX-2 3 a05-17440_2ex2.htm EX-2

Exhibit 2

CONTACT:		Patrick D. Spangler, CFO
		ev3 Inc.
		4600 Nathan Lane North
		Plymouth, Minnesota 55442
		(763) 398-7000
		pspangler@ev3.net

ev3 Inc. Proposes to Acquire Public Minority Stake in Micro Therapeutics, Inc.

Proposes Purchase of Approximately 29.8% of Shares Not Already Owned

Plymouth, MN – October 10, 2005 – ev3 Inc. (NASDAQ: EVVV), a global endovascular device company, announced today that it had delivered a proposal to Micro Therapeutics, Inc. (MTI) (NASDAQ: MTIX) to acquire all of the outstanding shares of common stock of MTI that ev3 does not already own through an exchange offer. ev3, through a wholly owned subsidiary, currently owns approximately 70.2% of MTI’s common stock. If the transaction is successful, ev3 would issue approximately 6.6 million new shares of its common stock, bringing ev3’s total pro forma outstanding shares to approximately 56 million.

Based on the terms of the proposal, MTI’s public stockholders would be offered 0.45797 of a share of ev3 common stock for each outstanding share of MTI common stock they own. Based on the $17.25 closing price of ev3’s common stock on October 7, 2005, the offer represents a value of approximately $7.90 per share of MTI common stock, which reflects an approximately 33.0% premium to the closing price of MTI’s common stock on that date.

The MTI special committee has informed ev3 that, based on its analysis to date, it intends to recommend acceptance of ev3’s offer to acquire the outstanding MTI common stock that it does not currently own in exchange for a number of shares of ev3 common stock based on an exchange ratio of 0.45797 of a share of ev3 common stock for each share of MTI common stock, subject to satisfactory due diligence, final agreement regarding the terms of the exchange offer and related documentation and receipt of a formal fairness opinion from the special committee’s financial advisor.

James Corbett, President and CEO of ev3 Inc. commented, “All of us at ev3 are very excited about the prospects for completing this transaction and further aligning the growth and financial goals of ev3 and MTI. The combination of the two companies will facilitate the realization of efficiencies in sales and marketing as well as research and development. In addition, the transaction will result in significant cost savings as redundant public company and other general and administrative expenses are eliminated.”

ev3 expects to file offering materials with the Securities and Exchange Commission and to commence its exchange offer as soon as practicable thereafter. ev3’s offer will be conditioned on the acceptance of the offer by holders of two-thirds of the shares of MTI not held by ev3 or other affiliates of MTI. Assuming this condition is satisfied and the exchange offer is completed, ev3 would own more than 90% of the outstanding shares of MTI’s common stock as a result of the exchange offer and ev3 would thereafter effect a merger of MTI with and into ev3 or an affiliate of ev3 on the same terms as the exchange offer. ev3’s offer will also be conditioned on MTI’s having provided the necessary consents and/or waivers under MTI’s current “poison pill” and any applicable state anti-takeover statutes.

ev3 has advised MTI that ev3’s sole interest is in acquiring the remaining MTI shares held by the minority stockholders and that it has no interest in a disposition of its stake in MTI.

About ev3 Inc.

ev3 Inc. is a global medical device company focused on endovascular technologies for the minimally invasive treatment of vascular diseases and disorders.

ev3 and the ev3 logo are trademarks of ev3 Inc., registered in the U.S. and other countries.

Forward-Looking Statements. Statements contained in this press release that are not historical information are forward-looking statements as defined within the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected or implied. Such risks and uncertainties include: the recommendation of the transaction by MTI’s special committee; the result of the review of the proposed exchange offer by various regulatory agencies and any conditions imposed on ev3 in connection with consummation of the exchange offer; satisfaction of various conditions to the closing of the exchange offer; and the risks that are described from time to time in ev3’s and MTI’s respective reports filed with the Securities and Exchange Commission (“SEC”), including annual reports on Form 10-K and quarterly reports on Form 10-Q, as such reports may have been amended. ev3 Inc. undertakes no obligation to publicly release the results of any revisions to these forward-looking statements, which may be made to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events.

Additional Information and Where to Find It. In connection with the proposed transaction, a registration statement on Form S-4, containing a prospectus, will be filed with the SEC. MTI STOCKHOLDERS ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE EXCHANGE OFFER. The final prospectus will be mailed to stockholders of MTI. Investors and security holders will be able to obtain the registration statement containing the prospectus (and the filings with the SEC that will be incorporated by reference into such documents) free of charge at the SEC’s web site, www.sec.gov, and from ev3 Investor Relations at (763) 398-7000.

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Under the Securities Exchange Act of 1934 (Amendment No. 12)*

Under the Securities Exchange Act of 1934
(Amendment No. 12)*