8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  October 10, 2005

ev3 Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-51348	32-0138874
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
4600 Nathan Lane North Plymouth, Minnesota		55442
(Address of Principal Executive Offices)		(Zip Code)

(763) 398-7000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

ý    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

ý    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.              Other Events.

On October 7, 2005, ev3 Inc. (“ev3”) delivered a private letter to the board of directors of Micro Therapeutics, Inc. in which ev3 proposed (the “Proposal”) to acquire all of outstanding shares of MTI common stock it does not already own through an exchange offer (the “Exchange Offer”) to be made to MTI’s stockholders at a purchase price of $6.91 per share of MTI common stock, payable in shares of ev3 common stock.  Based upon discussions between ev3 and the special independent committee of MTI’s board of directors (the “Special Committee”) between October 7, 2005 and October 9, 2005, ev3 subsequently revised the Proposal to provide for an exchange ratio of 0.45797 of a share of ev3 common stock for each outstanding share of MTI common stock.  During the late evening of October 9, 2005, the Special Committee informed ev3 that, based on its analysis to date, it intends to recommend acceptance of the Exchange Offer based on this 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.  Also during the late evening of October 9, 2005, the Special Committee’s counsel informed ev3’s counsel that MTI intended to issue a press release in the morning of October 10, 2005 announcing MTI’s receipt of the Proposal and the Special Committee’s intention to recommend acceptance of the Exchange Offer.  In light of MTI’s intention to issue a press release, ev3 determined that it would issue a press release as well on October 10, 2005.

A copy of ev3’s letter delivered to MTI’s board of directors is attached hereto as Exhibit 99.1.  A copy of ev3’s press release is attached hereto as Exhibit 99.2.

ev3 expects to file its offering materials with the Securities and Exchange Commission (the “SEC”) and to commence the Exchange Offer as soon as practicable thereafter.  ev3 currently owns approximately 70.2% of the outstanding shares of MTI’s common stock.

Item 9.01               Financial Statements and Exhibits.

(c)  Exhibits.

Exhibit No.	Description
99.1	Letter from ev3 Inc. to the Board of Directors of Micro Therapeutics, Inc., dated October 7, 2005
99.2	Press Release of ev3 Inc., dated October 10, 2005

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 11, 2005	ev3 Inc.
	By:	/s/ L. Cecily Hines
		Name:	L. Cecily Hines
		Title:	Vice President, Secretary
			and Chief Legal Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Letter from ev3 Inc. to the Board of Directors of Micro Therapeutics, Inc., dated October 7, 2005
99.2	Press Release of ev3 Inc., dated October 10, 2005

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EX-99.1

Exhibit 99.1

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

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EX-99.2

Exhibit 99.2

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.

ev3Inc. 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.