SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
VOLCANO CORPORATION
(Name of Subject Company (Issuer))
CLEARWATER MERGER SUB, INC.
a wholly owned subsidiary of
PHILIPS HOLDING USA INC.
a wholly owned subsidiary of
KONINKLIJKE PHILIPS N.V.
(Names of Filing Persons (Offerors))
Common Stock, par value $0.001 per share and associated rights to purchase capital stock
(Title of Class of Securities)
928645100
(CUSIP Number of Class of Securities)
Joseph E. Innamorati
Clearwater Merger Sub, Inc.
3000 Minuteman Road
Andover, MA 01810
(Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing person)
Copies to:
Matthew G. Hurd
Rita-Anne ONeill
Sullivan & Cromwell LLP
1888 Century Park East, Suite 2100
Los Angeles, CA 90067
CALCULATION OF FILING FEE
Transaction Valuation* | Amount of Filing Fee** | |
N/A | N/A | |
* | Pursuant to General Instruction D to Schedule TO, a filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer. |
¨ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: | Not applicable | Filing Party: | Not applicable | |||
Form of Registration No. | Not applicable | Date Filed: | Not applicable |
x | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
x | third-party tender offer subject to Rule 14d-1. |
¨ | issuer tender offer subject to Rule 13e-4. |
¨ | going-private transaction subject to Rule 13e-3. |
¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
This filing relates solely to preliminary communications made before the commencement of a tender offer for the outstanding shares of Common Stock, par value $0.001 per share, including any associated rights to purchase capital stock, of Volcano Corporation (Volcano) by Clearwater Merger Sub, Inc. (Purchaser), a wholly owned subsidiary of Philips USA Holding Inc. (Parent), a wholly owned subsidiary of Koninklijke Philips N.V.
Additional Information
The tender offer described in herein (the Offer) has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Volcano or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the United States Securities and Exchange Commission (the SEC) by Philips and a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed with the SEC by Volcano. The offer to purchase shares of Volcano common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The tender offer statement will be filed with the SEC by Purchaser, and the solicitation/recommendation statement will be filed with the SEC by Volcano. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the Information Agent for the Offer, which will be named in the tender offer statement.
Item 12. Exhibits
99.1 | Presentation to employees of Volcano Corporation on December 17, 2014. | |
99.2 | Transcript of video presentation by Frans van Houten, President and CEO of Koninklijke Philips N.V., posted on Philips external website on December 17, 2014. | |
99.3 | Transcript of video presentation by Frans van Houten, President and CEO of Koninklijke Philips N.V., posted on Philips internal website on December 17, 2014. | |
99.4 | Email sent to Philips employees on December 17, 2014. | |
99.5 | Email sent to employees of Philips Image Guided Therapy Division on December 17, 2014. | |
99.6 | Announcement posted on Philips internal website on December 17, 2014. | |
99.7 | Letter to Philips Customers, dated December 17, 2014. | |
99.8 | Letter to Philips Suppliers, dated December 17, 2014. | |
99.9 | Presentation to employees of Philips Image Guided Therapy Division on December 17, 2014. |
2
Exhibit 99.1
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Philips Introduction
Bert van Meurs
December 17, 2014
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Additional Information
The tender offer described in this communication (the Offer) has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Volcano or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the SEC by Philips and a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed with the SEC by Volcano. The offer to purchase shares of Volcano common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. The tender offer statement will be filed with the SEC by Clearwater Merger Sub, Inc., a wholly owned subsidiary of Philips Holding USA Inc., which is a wholly owned subsidiary of Royal Philips, and the solicitation/recommendation statement will be filed with the SEC by Volcano. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the Information Agent for the Offer, which will be named in the tender offer statement.
2
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Forward-Looking Statements
This release may contain certain forward?looking statements with respect to the financial condition, results of operations and business of Philips and certain of the plans and objectives of Philips with respect to these items, including without limitation completion of the tender offer and merger and any expected benefits of the merger, and certain forward?looking statements regarding Volcano, including without limitation with respect to its business, the proposed tender offer and merger, the expected timetable for completing the transaction, and the strategic and other potential benefits of the transaction. Completion of the tender offer and merger are subject to conditions, including satisfaction of a minimum tender condition and the need for regulatory approvals, and there can be no assurance that those conditions can be satisfied or that the transactions described in this release (the Transactions) will be completed or will be completed when expected. Often, but not always, forward-looking statements can be identified by the use of words such as plans, expects, expected, scheduled, estimates, intends, anticipates, projects, potential, continues or believes, or variations of such words and phrases or state that certain actions, events, conditions, circumstances or results may, could, should, would, might or will be taken, occur or be achieved. By their nature, forward?looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward?looking statements. These factors include, but are not limited to, (i) the risk that not all conditions of the Offer or the merger will be satisfied or waived; (ii) uncertainties regarding the two companies ability to successfully market both new and existing products; (iii) uncertainties relating to the anticipated timing of filings and approvals relating to the Transactions; (iv) uncertainties as to the timing of the tender offer and merger; (v) uncertainties as to how many of Volcanos stockholders will tender their stock in the tender offer; (vi) the possibility that competing offers will be made; (vii) the failure to complete the tender offer or the merger in the timeframe expected by the parties or at all; (viii) the outcome of legal proceedings that may be instituted against Volcano and/or others relating to the Transactions; (ix) Volcanos ability to maintain relationships with employees, customers, or suppliers; (x) domestic and global economic and business conditions; (xi) developments within the euro zone; (xii) the successful implementation of Philips strategy and the ability to realize the benefits of this strategy; (xiii) legal claims; (xiv) changes in exchange and interest rates; (xv) changes in tax rates, raw materials and employee costs; (xvi) the ability to successfully exit certain businesses or restructure the operations; (xvii) the rate of technological changes; (xviii) political, economic and other developments in countries where Philips operates; (xix) industry consolidation and competition; and (xx) other risk factors described in Volcanos Annual Report on Form 10?K and Quarterly Reports on Form 10?Q filed with the United States Securities and Exchange Commission (SEC). Any forward?looking statements in this release are based upon information known to Philips on the date of this announcement. Neither Philips nor Volcano undertakes any obligation to publicly update or revise any forward?looking statement, whether as a result of new information, future events or otherwise.
3
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Philips will create two focused companies
Royal Philips
Philips Lighting
Focused on the EUR 100+ billion HealthTech opportunity
Serving the Health Continuum
Leveraging strengths of Healthcare and Consumer Lifestyle
Focused on the EUR 60+ billion Lighting solutions opportunity
Establishing stand?alone Lighting structure
LED Components & Automotive
(Announced in June 2014)
EUR 14.8 billion sales 20131 EUR 8.4 billion sales 20132
1Excluding Lifestyle Entertainment; including IG&S revenue allocation 2Including LED Components & Automotive; including IG&S revenue allocation
4 Note - Following the completion of the divestment of the AVM&A business, prior-period financials have been adjusted (for details please refer to note 1 Significant accounting policies in the Q2 2014 Quarterly report and Semi?annual report)
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A rich 100 year history in Healthcare
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Presence in more than 100 countries
Philips has R&D sites and manufacturing in all continents
North America
Asia
EMEA
Latin America
1 Source: Philips Annual Report 2013.
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Enabling coordinated care across the Health Continuum
Healthy Living Prevention Diagnosis Treatment Recovery Home Care
Consumers increasingly engaged in their health journey
Increased emphasis on population health
Ongoing focus on total quality and cost of care
Care shifting to lower cost settings and homes
Opportunities from intersection of consumer and clinical spaces Customers expressing need for integrated solutions
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Building the leader in HealthTech
Share of HealthTech sales1
Healthy Living
Personal Care 11%
Domestic 15% Appliances
Prevention
Health & 7% Wellness
Diagnosis
Imaging Systems
Treatment
24%
Patient Care & Clinical Informatics
Recovery Home Care
152% Home 10%
Healthcare Solutions
Healthcare Informatics, Solutions & Services
Customer Services 18%
Philips well?positioned to lead
1 Sales last 12 months June 2014
8 2
Combined Patient Care & Clinical Informatics and Healthcare Informatics, Solutions & Services (not reported separately)
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Philips strongly positioned with an integrated HealthTech approach
Key building blocks to capture the opportunity Strong starting position
Portfolio of connected consumer devices and propositions
Leading portfolio of medical devices and relationships
End?to?End integrated solutions
Integration of digital health data across the Health Continuum
Broad installed base of personal health and medical, monitoring and measurement devices
Broad channel access in home and clinical environments
Strong relationships with critical eco?system participants
Deep data stores ?insights into clinical and consumer needs
Imaging, digital analytics and clinical decision support experience
Trusted Philips brand
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Diagnosis and treatment
At the heart of the Health Continuum
Healthy Living Prevention Diagnosis Treatment Recovery Home Care
Imaging Diagnostics & Image?Guided Therapy
Healthcare Transformation Services
HealthSuite Digital Platform enabling solutions
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Imaging diagnostics
From single systems to integrated diagnostic solutions
Digital Imaging
Ingenia 1.5T S Digital MRI
Unique imaging and workflow benefits
IQon Spectral CT
Allows tissue characterization, retrospectively and on demand
Philips Affinity
Delivers clinical accuracy, consistently and quickly
Advanced Informatics
IntelliSpace Portal 7
Visualize integrated information for decision support
Patient management solution
Comprehensive CT lung screening program
IntelliSpace Enterprise Informatics Solutions
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Advancing treatment with image guided therapy
Integrated solutions
Strong technology platforms and clinical Integration
Leadership positions in iXR1 and Ultrasound Real time image processing Device miniaturization Deep clinical expertise Expanding range of clinical applications for minimally invasive interventions
Wide range of clinical software solutions
Procedure planning, navigation and monitoring software Disease specific applications Integration of multi modality imaging techniques
Value added services
Maintenance and utilization services Education Consultancy and integration services X ray radiation dose management services
1 iXR Interventional X Ray
2 US News & World Report
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Wide range of unique therapy guidance solutions
Cardiology Oncology Neurology
HeartNavigator
Planning and navigation of TAVI
EchoNavigator
Fusing live X ray and live echo to guide structural heart disease procedures
EPNavigator
Planning and navigation of EP procedures
OncoSuite
Worlds first complete interventional solution for tumor ablation and embolization
NeuroSuite
Supports catheter guidance through narrow vessels
Allows more effective device placement
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Innovating with industry leading partners
100% of the top 50 U.S. Heart Surgery and Cardiology hospitals in 2014 have chosen Philips
Top 50 cancer hospitals in the United States named by US News in 2014
Plus:
University Hospital Eppendorf University Hospital Beaujon University Hospital Zurich Antonius Hospital Nieuwegein
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Building the leader in Image guided therapy
Initiate new growth engines
expansion into in adjacencies and growth markets More effective sales channels Leading systems integrator
Develop solutions
Systems integrator
Suite of education, consultancy and integration services to accelerate standardization of care and advancing procedures on the maturity curve Support with new business models Establishment of ventures to prepare for entry in new markets
Strengthen the core
Strong technology platforms and pipeline of innovations
Expansion within interventional cardiology , neurology and into oncology Partnerships with industrial and clinical innovators Development of predictive maintenance and performance services
2014 2015
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Philips and Volcano: a merger of strengths
We share a vision and passion for health care
Mission:
Improving peoples lives through meaningful innovation
Vision:
At Philips, we strive to make the world healthier and more sustainable through innovation. Our goal is to improve the lives of 3 billion people a year by 2025. We ill be the best place to work for people who share our passion. Together, we will deliver superior value for our customers and shareholders.
Mission:
To improve the lives of patients
Vision:
Through innovation and dedication to our values, we seek to provide the means for superior therapeutic solutions that nable patients to live long fulfilling lives.
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Exhibit 99.2
Forward-looking statements
This release may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Philips and certain of the plans and objectives of Philips with respect to these items, including without limitation completion of the tender offer and merger and any expected benefits of the merger, and certain forward-looking statements regarding Volcano, including without limitation with respect to its business, the proposed tender offer and merger, the expected timetable for completing the transaction, and the strategic and other potential benefits of the transaction. Completion of the tender offer and merger are subject to conditions, including satisfaction of a minimum tender condition and the need for regulatory approvals, and there can be no assurance that those conditions can be satisfied or that the transactions described in this release (the Transactions) will be completed or will be completed when expected. Often, but not always, forward-looking statements can be identified by the use of words such as plans, expects, expected, scheduled, estimates, intends, anticipates, projects, potential, continues or believes, or variations of such words and phrases or state that certain actions, events, conditions, circumstances or results may, could, should, would, might or will be taken, occur or be achieved. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, (i) the risk that not all conditions of the Offer or the merger will be satisfied or waived; (ii) uncertainties regarding the two companies ability to successfully market both new and existing products; (iii) uncertainties relating to the anticipated timing of filings and approvals relating to the Transactions; (iv) uncertainties as to the timing of the tender offer and merger; (v) uncertainties as to how many of Volcanos stockholders will tender their stock in the tender offer; (vi) the possibility that competing offers will be made; (vii) the failure to complete the tender offer or the merger in the timeframe expected by the parties or at all; (viii) the outcome of legal proceedings that may be instituted against Volcano and/or others relating to the Transactions; (ix) Volcanos ability to maintain relationships with employees, customers, or suppliers; (x) domestic and global economic and business conditions; (xi) developments within the euro zone; (xii) the successful implementation of Philips strategy and the ability to realize the benefits of this strategy; (xiii) legal claims; (xiv) changes in exchange and interest rates; (xv) changes in tax rates, raw materials and employee costs; (xvi) the ability to successfully exit certain businesses or restructure the operations; (xvii) the rate of technological changes; (xviii) political, economic and other developments in countries where Philips operates; (xix) industry consolidation and competition; and (xx) other risk factors described in Volcanos Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the United States Securities and Exchange Commission (SEC). Any forward-looking statements in this release are based upon information known to Philips on the date of this announcement. Neither Philips nor Volcano undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Additional Information
The tender offer described in this communication (the Offer) has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Volcano or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the SEC by Philips and a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed with the SEC by Volcano. The offer to purchase shares of Volcano common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The tender offer statement will be filed with the SEC by Clearwater Merger Sub, Inc., a wholly owned subsidiary of Philips Holding USA Inc., which is a wholly owned subsidiary of Royal Philips, and the solicitation/recommendation statement will be filed with the SEC by Volcano. Investors
and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the Information Agent for the Offer, which will be named in the tender offer statement.
Transcript of Video Presentation by Frans van Houten, President and CEO of Koninklijke
Philips N.V., posted on Philips External Website on December 17, 2014
Philips agreement to acquire VOLCANO is an important and exciting next step in our HealthTech strategy and specifically for our Image Guided Therapy business.
Image-guided therapies provide major benefits for patients and health care systems, including reduced patient risk, higher patient throughput, and lower costs.
Over the last couple of years, we have followed a deliberate strategy to create a successful and leading Image Guided Therapy business through investments in R&D, partnerships and technology licenses.
We have built up a sizeable global customer base, including each of the top 50 Heart Surgery and Cardiology hospitals in the U.S. In fact, one in every three interventional X-ray imaging systems sold in the world is a Philips system.
The images of such systems provide the maps that allow the clinician to guide thin, tube-shaped instruments called catheters through the body to the area of interest and perform the treatment.
In image-guided treatments of the heart and blood vessels, there is an upward trend to use catheters that are capable of producing ultrasound images of the interior of the blood vessel or perform measurements such as the blood flow. There is increasing clinical evidence that the use of such technologies in conjunction with interventional X-ray helps improve procedure outcomes.
I am excited about our plan to acquire VOLCANO, because VOLCANO is a unique player in this space: it is a focused, pure play company in catheter-based imaging and measurements. The company is a market leader in two important technologies in this field, with the broadest product portfolio in the industry built around these two technologies. The company serves a global customer base and generates half of its sales outside of the US.
VOLCANO is highly complementary to our portfolio of live image-guidance solutions, planning and navigation tools, and integration services. We will accelerate growth through the channel synergies that will enable cross selling of Philips products into VOLCANOs installed base and vice versa. Because their products are single-use disposables, VOLCANO has more frequent touch points with the customer than our sales force, and this will drive adoption of our complete offering.
I am particularly excited about VOLCANOs clinical development capabilities and world-class commercialization expertise for Philips next generation of imaging and measurement technologies. Together, we will introduce new solutions to address unmet needs in the minimally invasive treatment of heart rhythm disorders and structural heart diseases. Both are promising segments growing at double digit rates.
We have had a long-standing successful partnership with VOLCANO, so we know them very well. This will facilitate the integration process, and we are looking forward to getting started on our combined market opportunity.
Let me summarize todays announcement:
With this acquisition, Philips is significantly expanding its leadership position in image-guided therapies, a key part of our HealthTech portfolio and strategy.
It creates a strategically and financially compelling combination that will enhance our commercialization opportunities in new, adjacent segments while providing operating leverage through more productive sales operations.
The acquisition is in line with our goal of making strategic investments in HealthTech to accelerate growth and generate significantly more value for customers, patients, employees and shareholders.
Exhibit 99.3
Forward-looking statements
This release may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Philips and certain of the plans and objectives of Philips with respect to these items, including without limitation completion of the tender offer and merger and any expected benefits of the merger, and certain forward-looking statements regarding Volcano, including without limitation with respect to its business, the proposed tender offer and merger, the expected timetable for completing the transaction, and the strategic and other potential benefits of the transaction. Completion of the tender offer and merger are subject to conditions, including satisfaction of a minimum tender condition and the need for regulatory approvals, and there can be no assurance that those conditions can be satisfied or that the transactions described in this release (the Transactions) will be completed or will be completed when expected. Often, but not always, forward-looking statements can be identified by the use of words such as plans, expects, expected, scheduled, estimates, intends, anticipates, projects, potential, continues or believes, or variations of such words and phrases or state that certain actions, events, conditions, circumstances or results may, could, should, would, might or will be taken, occur or be achieved. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, (i) the risk that not all conditions of the Offer or the merger will be satisfied or waived; (ii) uncertainties regarding the two companies ability to successfully market both new and existing products; (iii) uncertainties relating to the anticipated timing of filings and approvals relating to the Transactions; (iv) uncertainties as to the timing of the tender offer and merger; (v) uncertainties as to how many of Volcanos stockholders will tender their stock in the tender offer; (vi) the possibility that competing offers will be made; (vii) the failure to complete the tender offer or the merger in the timeframe expected by the parties or at all; (viii) the outcome of legal proceedings that may be instituted against Volcano and/or others relating to the Transactions; (ix) Volcanos ability to maintain relationships with employees, customers, or suppliers; (x) domestic and global economic and business conditions; (xi) developments within the euro zone; (xii) the successful implementation of Philips strategy and the ability to realize the benefits of this strategy; (xiii) legal claims; (xiv) changes in exchange and interest rates; (xv) changes in tax rates, raw materials and employee costs; (xvi) the ability to successfully exit certain businesses or restructure the operations; (xvii) the rate of technological changes; (xviii) political, economic and other developments in countries where Philips operates; (xix) industry consolidation and competition; and (xx) other risk factors described in Volcanos Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the United States Securities and Exchange Commission (SEC). Any forward-looking statements in this release are based upon information known to Philips on the date of this announcement. Neither Philips nor Volcano undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Additional Information
The tender offer described in this communication (the Offer) has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Volcano or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the SEC by Philips and a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed with the SEC by Volcano. The offer to purchase shares of Volcano common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The tender offer statement will be filed with the SEC by Clearwater Merger Sub, Inc., a wholly owned subsidiary of Philips Holding USA Inc., which is a wholly owned subsidiary of Royal Philips, and the solicitation/recommendation statement will be filed with the SEC by Volcano. Investors
and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the Information Agent for the Offer, which will be named in the tender offer statement.
Transcript of Video Presentation by Frans van Houten, President and CEO of Koninklijke
Philips N.V., posted on Philips Internal Website on December 17, 2014.
Philips agreement to acquire VOLCANO is an important and exciting next step in our HealthTech strategy and specifically for our Image Guided Therapy business.
Image-guided therapies provide major benefits for patients and health care systems, including reduced patient trauma, shorter recovery times and hospital stays, and lower costs.
Over the last couple of years, we have created a successful and leading Image Guided Therapy business.
We have built up a strong product portfolio and a sizeable global customer base. In fact, one in every three interventional X-ray imaging systems sold in the world is a Philips system. And we are responsible for most of the live 3D TEE ultrasound system sales globally.
The images of these systems provide the maps that allow the clinician to guide thin, tube-shaped instruments called catheters through the body to the area of interest and perform the treatment.
In image-guided treatments of the heart and blood vessels, there is a growing use of some very advanced catheters: catheters that are capable of producing images of the interior of the blood vessel or perform measurements such as the blood flow. There is increasing clinical evidence that the use of such technologies in conjunction with interventional X-ray systems helps improve procedure outcomes.
I am excited about our plan to acquire VOLCANO, because VOLCANO is a unique player in this space: The company is has an impressive product portfolio and sales force. And very importantly, its R&D team possesses excellent clinical development capabilities. Together, we will introduce new solutions to address unmet needs in the minimally invasive treatment of heart rhythm disorders and structural heart diseases. Both are promising and fast growing segments.
We have had a long-standing successful partnership with VOLCANO, so we know them very well. We share the same passion and vision for innovation in image guided therapies. Combining both teams is a very natural step to better serve our customers.
We now look forward to complete the transaction and bring the Volcano team into Philips Image Guided Therapy business. I would like to invite you to familiarize yourselves with what this company is all about, get to understand its technologies and look at how this significant new step may provide opportunities to you in serving our customers.
Exhibit 99.4
Email Sent to Philips Employees on December 17, 2014
Subject: Major acquisition to boost our Image Guided Therapy business
Dear colleagues,
We have announced today that we have entered into an agreement to acquire Volcano, a leader in catheterbased imaging and measurements for minimally invasive diagnostics and treatment of cardiovascular disease.
Based in San Diego, Volcano is a global leader in IVUS (a technology to image diseased arteries from within) and FFR (a technology to measure the blood flow within arteries), with a broad product range which is unique in the industry.
Upon closing of the transaction, which is anticipated in the first quarter of 2015, Volcano and its 1,800 employees will become part of Philips Image Guided Therapy (IGT) business, which is led by Bert van Meurs.
Image-guided therapies provide significant benefits for healthcare systems and patients, including reduced patient trauma, shorter recovery times and hospital stays, and lower costs. As a result, our clinical partners and customers are asking for a tighter integration of imaging and measurement technologies to enable such therapies. This transaction allows us to provide our customers with an integrated solution to improve procedural outcomes at a decisive stage in the health continuum
The ultimate goal of this integrated approach to health care is to drive improved clinical and financial outcomes throughout the health continuum and keeping people out of the hospital, is an important part of that. Image-guided therapies play a vital role in achieving that goal.
Over the last couple of years, Philips has created a successful and leading Image Guided Therapy business. We have built up a strong product portfolio and a sizeable customer base. One in every three interventional X-ray imaging systems sold in the world is a Philips system. The images of these systems provide the maps that allow the clinician to guide thin, tube-shaped instruments called catheters through the body to the area of interest and perform the treatment.
In image-guided treatments of the heart and blood vessels, there is a growing use of some very advanced catheters that are capable of producing images of the interior of the blood vessel or perform measurements such as the blood flow. There is increasing clinical evidence that the use of such technologies in conjunction with interventional X-ray imaging helps improve procedure outcomes.
Volcano is a unique player in this space, with an impressive portfolio and sales force. The agreement to acquire Volcano is a logical and important strategic step to enter the catheter-based imaging and measurement segment as a leader.
The combination of two industry leaders will create new sources of recurring revenue streams and increase sales growth for Philips in the EUR 4 billion image-guided therapy market opportunity.
Sales growth will be accelerated through Volcanos close customer relationships associated with its disposable products and channel synergies that will create cross-selling opportunities between both companies existing customer bases. Furthermore, the combination of Volcanos proven clinical development and commercialization capabilities with Philips next generation of imaging and measurement technologies, will allow Philips to introduce new solutions in higher growth segments such as the minimally invasive treatment of heart rhythm disorders and structural heart diseases. These are promising segments growing at double-digit rates.
We have had a successful partnership with VOLCANO since 2007, so we know them very well. We share the same passion and vision for innovation in image guided therapies. The unique capabilities of Volcanos employees will be vital going forward; their deep customer relationships, strong clinical skills and entrepreneurial culture will help to ensure success for the new image-guided therapy business group.
Todays announcement is significant as it confirms the progress we are making in our transformation towards Philips HealthTech. To become the global leader in HealthTech and shape the future of the industry, we need to make investments to boost growth and drive profitability and to generate more value for our customers, employees and shareholders.
Our acquisition of Volcano is a major step in this transformation journey and I look forward to welcoming our new Volcano colleagues to the Philips team.
We are now reaching out to customers and suppliers to share this exciting news and we will keep you up to date with the acquisition process.
Please click here to view a video in which I talk further about acquiring Volcano, and here for the Press Release issued this morning.
Best regards,
Frans van Houten
Forward-looking statements
This release may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Philips and certain of the plans and objectives of Philips with respect to these items, including without limitation completion of the tender offer and merger and any expected benefits of the merger, and certain forward-looking statements regarding Volcano, including without limitation with respect to its business, the proposed tender offer and merger, the expected timetable for completing the transaction, and the strategic and other potential benefits of the transaction. Completion of the tender offer and merger are subject to conditions, including satisfaction of a minimum tender condition and the need for regulatory approvals, and there can be no assurance that those conditions can be satisfied or that the transactions described in this release (the Transactions) will be completed or will be completed when expected. Often, but not always, forward-looking statements can be identified by the use of words such as plans, expects, expected, scheduled, estimates, intends, anticipates, projects, potential, continues or believes, or variations of such words and phrases or state that certain actions, events, conditions, circumstances or results may, could, should, would, might or will be taken, occur or be achieved. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, (i) the risk that not all conditions of the Offer or the merger will be satisfied or waived; (ii) uncertainties regarding the two companies ability to successfully market both new and existing products; (iii) uncertainties relating to the anticipated timing of filings and approvals relating to the Transactions; (iv) uncertainties as to the timing of the tender offer and merger; (v) uncertainties as to how many of Volcanos stockholders will tender their stock in the tender offer; (vi) the possibility that competing offers will be made; (vii) the failure to complete the tender offer or the merger in the timeframe expected by the parties or at all; (viii) the outcome of legal proceedings that may be instituted against Volcano and/or others relating to the Transactions; (ix) Volcanos ability to maintain relationships with employees, customers, or suppliers; (x) domestic and global economic and business conditions; (xi) developments within the euro zone; (xii) the successful implementation of Philips strategy and the ability to realize the benefits of this strategy; (xiii) legal claims; (xiv) changes in exchange and interest rates; (xv) changes in tax rates, raw materials and employee costs; (xvi) the ability to successfully exit certain businesses or restructure the operations; (xvii) the rate of technological changes; (xviii) political, economic and other developments in countries where Philips operates; (xix) industry consolidation and competition; and (xx) other risk factors described in Volcanos Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the United States Securities and Exchange Commission (SEC). Any forward-looking statements in this release are based upon information known to Philips on the date of this announcement. Neither Philips nor Volcano undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Additional Information
The tender offer described in this communication (the Offer) has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Volcano or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the SEC by Philips and a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed with the SEC by Volcano. The offer to purchase shares of Volcano common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The tender offer statement will be filed with the SEC by Clearwater Merger Sub, Inc., a wholly owned subsidiary of Philips Holding USA Inc., which is a wholly owned subsidiary of Royal Philips, and the solicitation/recommendation statement will be filed with the SEC by Volcano. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the Information Agent for the Offer, which will be named in the tender offer statement.
Exhibit 99.5
Announcement Posted on Philips Internal Website on December 17, 2014
Headline: Major acquisition to boost Philips Image Guided Therapy business
Philips today announced that it has entered into an agreement to acquire Volcano, a global healthcare company that is listed in the US. The company is a leader in catheterbased imaging and measurements for minimally invasive diagnostics and treatment of cardiovascular disease.
Based in San Diego, Volcano produces and sells advanced catheters that are capable of imaging the interior of blood vessels and perform measurements. These technologies are increasingly being used in conjunction with Philips offering of live-image guidance solutions, to improve procedural outcomes
Image-guided therapies provide significant benefits for healthcare systems and patients, including reduced patient trauma, shorter recovery times and hospital stays, and lower costs. As a result, our clinical partners and customers are asking for a tighter integration of imaging and measurement technologies to enable such therapies, said CEO Frans van Houten. This transaction allows us to provide our customers with an integrated solution to improve procedural outcomes at a decisive stage in the health continuum
The interventional cardiologist has to monitor the relevant pieces of information from various imaging and measurement technologies and then combine that in his head to guide his movements, said Carlos E. Ruiz, Professor of Cardiology in Pediatrics and Medicine, North Shore Health System and Lenox Hill Hospital. There is therefore, a tremendous opportunity for Philips for tighter integration of the imaging and measurement technologies and to present the relevant data in one intuitive and interactive view, as that will make a world of difference for the interventional cardiologist.
Upon closing of the transaction, which is anticipated in the first quarter of 2015, Volcano and its 1,800 employees will become part of Philips Image Guided Therapy (IGT) business, which is led by Bert van Meurs.
Volcano had sales of $400 million in 2013, half of which was generated in the US and half in the rest of the world (of which Japan is the largest market).
Please click here to view a video in which Frans van Houten talks further about acquiring Volcano, and here for the Press Release issued this morning.
More information about the acquisition will be published here, when available. In the meantime, any questions should be directed to your manager or local business leader.
Forward-looking statements
This release may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Philips and certain of the plans and objectives of Philips with respect to these items, including without limitation completion of the tender offer and merger and any expected benefits of the merger, and certain forward-looking statements regarding Volcano, including without limitation with respect to its business, the proposed tender offer and merger, the expected timetable for completing the transaction, and the strategic and other potential benefits of the transaction. Completion of the tender offer and merger are subject to conditions, including satisfaction of a minimum tender condition and the need for regulatory approvals, and there can be no assurance that those conditions can be satisfied or that the transactions described in this release (the Transactions) will be completed or will be completed when expected. Often, but not always, forward-looking statements can be identified by the use of words such as plans, expects, expected, scheduled, estimates, intends, anticipates, projects, potential, continues or believes, or variations of such words and phrases or state that certain actions, events, conditions, circumstances or results may, could, should, would, might or will be taken, occur or be achieved. By their nature, forward-looking statements
involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, (i) the risk that not all conditions of the Offer or the merger will be satisfied or waived; (ii) uncertainties regarding the two companies ability to successfully market both new and existing products; (iii) uncertainties relating to the anticipated timing of filings and approvals relating to the Transactions; (iv) uncertainties as to the timing of the tender offer and merger; (v) uncertainties as to how many of Volcanos stockholders will tender their stock in the tender offer; (vi) the possibility that competing offers will be made; (vii) the failure to complete the tender offer or the merger in the timeframe expected by the parties or at all; (viii) the outcome of legal proceedings that may be instituted against Volcano and/or others relating to the Transactions; (ix) Volcanos ability to maintain relationships with employees, customers, or suppliers; (x) domestic and global economic and business conditions; (xi) developments within the euro zone; (xii) the successful implementation of Philips strategy and the ability to realize the benefits of this strategy; (xiii) legal claims; (xiv) changes in exchange and interest rates; (xv) changes in tax rates, raw materials and employee costs; (xvi) the ability to successfully exit certain businesses or restructure the operations; (xvii) the rate of technological changes; (xviii) political, economic and other developments in countries where Philips operates; (xix) industry consolidation and competition; and (xx) other risk factors described in Volcanos Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the United States Securities and Exchange Commission (SEC). Any forward-looking statements in this release are based upon information known to Philips on the date of this announcement. Neither Philips nor Volcano undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Additional Information
The tender offer described in this communication (the Offer) has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Volcano or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the SEC by Philips and a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed with the SEC by Volcano. The offer to purchase shares of Volcano common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The tender offer statement will be filed with the SEC by Clearwater Merger Sub, Inc., a wholly owned subsidiary of Philips Holding USA Inc., which is a wholly owned subsidiary of Royal Philips, and the solicitation/recommendation statement will be filed with the SEC by Volcano. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the Information Agent for the Offer, which will be named in the tender offer statement.
Exhibit 99.6
Email sent to Employees of Philips Image Guided Therapies Division on December 17, 2014.
Dear colleagues,
Today, we announced a very important and exciting next step in our HealthTech strategy through the acquisition of Volcano. Headquartered in San Diego, Volcano is a global leader in catheter based imaging and measurement devices for cardiovascular image guided therapy. Here is a link to the press release from this morning.
Like Philips, Volcano is a pioneer and market leader in minimally invasive technologies for the diagnosis and treatment of cardiovascular disease, and is very complementary to our vision, our strategy, and our portfolio in image guided therapy. They have a very broad and unique portfolio in catheter-based intravascular imaging and measurement to support interventional procedures for PCI as well as peripheral vascular. Among others, in both Intra-vascular Ultrasound (IVUS) and Fractional Flow Reserve (FFR), they possess a broad range of technologies that is unique in the industry.
We created the BG IGT to focus on growth into new business adjacencies in image guided therapy, while continuing to innovate new interventional procedures across disciplines. This acquisition is a logical next step in the execution of our IGT strategy and will complement the iXR and NBD businesses to become an even stronger integrated solutions provider. This is a merger from strengths. By combining two leaders in the IGT space, we can leverage each others unique capabilities, where the sum of the parts creates an even stronger business than the two stand alone.
The vision of Volcano is very similar to ours: Through innovation and dedication to our values we seek to provide the means for superior therapeutic solutions that enable patients to live long fulfilling lives. Because of the nature of the consumables business model, the Volcano sales teams are in the lab on a very frequent basis, and have a very intimate and clinical customer relationship that drives strong adoption of their technologies. Integration of Volcano will allow us to leverage their unique channel and clinical capabilities, while building on our strong position in iXR, both in our existing installed base and in competitive labs. By integrating both companies rich innovation pipelines we will create new businesses and accelerate our transformation from transactional selling into a solution-selling model.
This acquisition is fantastic newsboth for the new BG IGT and for Philips as we move to become the industry leader in HealthTech. You can all be very proud that Philips has chosen to continue to invest in the growth of our IGT business based on a solid foundation and compelling strategy that you have built over so many years. Now it will be up to us to make this acquisition a success through a strong integration while preserving and leveraging the unique strengths of the Volcano people and culture. I count on all your support to make this happen.
While we can already announce today, closure of the merger will still require further regulatory approval and is expected at the start of 2015. Integration activities will then immediately start and further announcement on the integration of the Volcano company into the BG IGT will then follow. Please join me in giving our Volcano colleagues a very warm welcome to Philips soon.
At 10AM today we will be holding a town hall meeting in Best (restaurant QA) combined with a webcast, for all IGT employees to further talk about this announcement. An invite will follow shortly.
Kind Regards,
Bert van Meurs
BG leader Image Guided Therapy
Forward-looking statements
This release may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Philips and certain of the plans and objectives of Philips with respect to these items, including without limitation completion of the tender offer and merger and any expected benefits of the merger, and certain forward-looking statements regarding Volcano, including without limitation with respect to its business, the proposed tender offer and merger, the expected timetable for completing the transaction, and the strategic and other potential benefits of the transaction. Completion of the tender offer and merger are subject to conditions, including satisfaction of a minimum tender condition and the need for regulatory approvals, and there can be no assurance that those conditions can be satisfied or that the transactions described in this release (the Transactions) will be completed or will be completed when expected. Often, but not always, forward-looking statements can be identified by the use of words such as plans, expects, expected, scheduled, estimates, intends, anticipates, projects, potential, continues or believes, or variations of such words and phrases or state that certain actions, events, conditions, circumstances or results may, could, should, would, might or will be taken, occur or be achieved. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, (i) the risk that not all conditions of the Offer or the merger will be satisfied or waived; (ii) uncertainties regarding the two companies ability to successfully market both new and existing products; (iii) uncertainties relating to the anticipated timing of filings and approvals relating to the Transactions; (iv) uncertainties as to the timing of the tender offer and merger; (v) uncertainties as to how many of Volcanos stockholders will tender their stock in the tender offer; (vi) the possibility that competing offers will be made; (vii) the failure to complete the tender offer or the merger in the timeframe expected by the parties or at all; (viii) the outcome of legal proceedings that may be instituted against Volcano and/or others relating to the Transactions; (ix) Volcanos ability to maintain relationships with employees, customers, or suppliers; (x) domestic and global economic and business conditions; (xi) developments within the euro zone; (xii) the successful implementation of Philips strategy and the ability to realize the benefits of this strategy; (xiii) legal claims; (xiv) changes in exchange and interest rates; (xv) changes in tax rates, raw materials and employee costs; (xvi) the ability to successfully exit certain businesses or restructure the operations; (xvii) the rate of technological changes; (xviii) political, economic and other developments in countries where Philips operates; (xix) industry consolidation and competition; and (xx) other risk factors described in Volcanos Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the United States Securities and Exchange Commission (SEC). Any forward-looking statements in this release are based upon information known to Philips on the date of this announcement. Neither Philips nor Volcano undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Additional Information
The tender offer described in this communication (the Offer) has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Volcano or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the SEC by Philips and a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed with the SEC by Volcano. The offer to purchase shares of Volcano common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The tender offer statement will be filed with the SEC by Clearwater Merger Sub, Inc., a wholly owned subsidiary of Philips Holding USA Inc., which is a wholly owned subsidiary of Royal Philips, and the solicitation/recommendation statement will be filed with the SEC by Volcano. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the Information Agent for the Offer, which will be named in the tender offer statement.
Exhibit 99.7
Letter to Philips Customers, dated December 17, 2014
Dear CUSTOMER NAME,
As one of our most valued Philips Healthcare customers, I want to personally inform you of an exciting strategic development in our business. Today, Philips announced that it has entered into an agreement to acquire Volcano, a leader in catheterbased imaging and measurements for minimally invasive diagnostics and treatment of cardiovascular disease. This acquisition is expected to be completed in the first quarter of 2015.
Based in San Diego, Volcano produces and sells advanced catheters that are capable of imaging the interior of blood vessels and perform measurements. These technologies are increasingly being used in conjunction with our offering of live-image guidance solutions, to improve procedural outcomes
Image-guided therapies provide significant benefits for healthcare systems and patients, including reduced patient trauma, shorter recovery times and hospital stays, and lower costs. As a result, we are being asked for a tighter integration of imaging and measurement technologies to enable such therapies. This transaction allows us to provide our customers with an integrated solution to improve procedural outcomes at a decisive stage in the health continuum.
This is an important step for Philips as the new combination will generate significantly more value for our shareholders, customers, and employees. It continues our transformation journey into a solutions-focused business and significantly expands our leadership position in image-guided therapy (IGT). Volcano and Philips share the same passion and vision for innovation in Image Guided Therapy and combining our teams is a very natural step to improve the way that we serve our customers.
We hope that our expanded Image Guided Therapy business group will bring even more value, innovative technology and market leading solutions to our customers.
NAME OF HEALTHCARE SALES REPRESENTATIVE will be in touch shortly to discuss additional details about this acquisition and to clarify any remaining questions.
We are excited about the opportunities that this acquisition creates for ahead and look forward to speaking to you.
Thank you,
Signatories:
Forward-looking statements
This release may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Philips and certain of the plans and objectives of Philips with respect to these items, including without limitation completion of the tender offer and merger and any expected benefits of the merger, and certain forward-looking statements regarding Volcano, including without limitation with respect to its business, the proposed tender offer and merger, the expected timetable for completing the transaction, and the strategic and other potential benefits of the transaction. Completion of the tender offer and merger are subject to conditions, including satisfaction of a minimum tender condition and the need for regulatory approvals, and there can be no assurance that those conditions can be satisfied or that the transactions described in this release (the Transactions) will be completed or will be completed when expected. Often, but not always, forward-looking statements can be identified by the use of words such as plans, expects, expected, scheduled, estimates, intends, anticipates, projects, potential, continues or believes, or variations of such words and phrases or state that certain actions, events, conditions, circumstances or results may, could,
should, would, might or will be taken, occur or be achieved. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, (i) the risk that not all conditions of the Offer or the merger will be satisfied or waived; (ii) uncertainties regarding the two companies ability to successfully market both new and existing products; (iii) uncertainties relating to the anticipated timing of filings and approvals relating to the Transactions; (iv) uncertainties as to the timing of the tender offer and merger; (v) uncertainties as to how many of Volcanos stockholders will tender their stock in the tender offer; (vi) the possibility that competing offers will be made; (vii) the failure to complete the tender offer or the merger in the timeframe expected by the parties or at all; (viii) the outcome of legal proceedings that may be instituted against Volcano and/or others relating to the Transactions; (ix) Volcanos ability to maintain relationships with employees, customers, or suppliers; (x) domestic and global economic and business conditions; (xi) developments within the euro zone; (xii) the successful implementation of Philips strategy and the ability to realize the benefits of this strategy; (xiii) legal claims; (xiv) changes in exchange and interest rates; (xv) changes in tax rates, raw materials and employee costs; (xvi) the ability to successfully exit certain businesses or restructure the operations; (xvii) the rate of technological changes; (xviii) political, economic and other developments in countries where Philips operates; (xix) industry consolidation and competition; and (xx) other risk factors described in Volcanos Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the United States Securities and Exchange Commission (SEC). Any forward-looking statements in this release are based upon information known to Philips on the date of this announcement. Neither Philips nor Volcano undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Additional Information
The tender offer described in this communication (the Offer) has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Volcano or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the SEC by Philips and a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed with the SEC by Volcano. The offer to purchase shares of Volcano common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The tender offer statement will be filed with the SEC by Clearwater Merger Sub, Inc., a wholly owned subsidiary of Philips Holding USA Inc., which is a wholly owned subsidiary of Royal Philips, and the solicitation/recommendation statement will be filed with the SEC by Volcano. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the Information Agent for the Offer, which will be named in the tender offer statement.
Exhibit 99.8
Letter to Philips Suppliers, dated December 17, 2014
As one of our valued Philips Healthcare suppliers, I want to personally inform you of an exciting strategic development in our business. Today, Philips announced that it has entered into an agreement to acquire Volcano, a leader in catheterbased imaging and measurements for minimally invasive diagnostics and treatment of cardiovascular disease. This acquisition is expected to be completed in the first quarter of 2015.
Based in San Diego, Volcano produces and sells advanced catheters that are capable of imaging the interior of blood vessels and perform measurements. These technologies are increasingly being used in conjunction with our offering of live-image guidance solutions, to improve procedural outcomes
Image-guided therapies provide significant benefits for healthcare systems and patients, including reduced patient trauma, shorter recovery times and hospital stays, and lower costs. As a result, we are being asked for a tighter integration of imaging and measurement technologies to enable such therapies. This transaction allows us to provide our customers with an integrated solution to improve procedural outcomes at a decisive stage in the health continuum.
This is an important step for Philips as the new combination will generate significantly more value for our shareholders, customers, and employees. It continues our transformation journey into a solutions-focused business and significantly expands our leadership position in image-guided therapy (IGT). Volcano and Philips share the same passion and vision for innovation in Image Guided Therapy and combining our teams is a very natural step to improve the way that we serve our customers.
We hope that the extended image-guided therapy business group, created from the combination of both businesses, will bring even more value, innovative technology and market leading solutions to our customers.
NAME OF HEALTHCARE PROCUREMENT REPRESENTATIVE will be in touch shortly to discuss additional details about this acquisition and to clarify any remaining questions.
We are excited about the opportunities that this acquisition creates for ahead and look forward to speaking to you.
Thank you,
Signatories:
Forward-looking statements
This release may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Philips and certain of the plans and objectives of Philips with respect to these items, including without limitation completion of the tender offer and merger and any expected benefits of the merger, and certain forward-looking statements regarding Volcano, including without limitation with respect to its business, the proposed tender offer and merger, the expected timetable for completing the transaction, and the strategic and other potential benefits of the transaction. Completion of the tender offer and merger are subject to conditions, including satisfaction of a minimum tender condition and the need for regulatory approvals, and there can be no assurance that those conditions can be satisfied or that the transactions described in this release (the Transactions) will be completed or will be completed when expected. Often, but not always, forward-looking statements can be identified by the use of words such as plans, expects, expected, scheduled, estimates, intends, anticipates, projects, potential, continues or believes, or variations of such words and phrases or state that certain actions, events, conditions, circumstances or results may, could, should, would, might or will be taken, occur or be achieved. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the
future and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, (i) the risk that not all conditions of the Offer or the merger will be satisfied or waived; (ii) uncertainties regarding the two companies ability to successfully market both new and existing products; (iii) uncertainties relating to the anticipated timing of filings and approvals relating to the Transactions; (iv) uncertainties as to the timing of the tender offer and merger; (v) uncertainties as to how many of Volcanos stockholders will tender their stock in the tender offer; (vi) the possibility that competing offers will be made; (vii) the failure to complete the tender offer or the merger in the timeframe expected by the parties or at all; (viii) the outcome of legal proceedings that may be instituted against Volcano and/or others relating to the Transactions; (ix) Volcanos ability to maintain relationships with employees, customers, or suppliers; (x) domestic and global economic and business conditions; (xi) developments within the euro zone; (xii) the successful implementation of Philips strategy and the ability to realize the benefits of this strategy; (xiii) legal claims; (xiv) changes in exchange and interest rates; (xv) changes in tax rates, raw materials and employee costs; (xvi) the ability to successfully exit certain businesses or restructure the operations; (xvii) the rate of technological changes; (xviii) political, economic and other developments in countries where Philips operates; (xix) industry consolidation and competition; and (xx) other risk factors described in Volcanos Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the United States Securities and Exchange Commission (SEC). Any forward-looking statements in this release are based upon information known to Philips on the date of this announcement. Neither Philips nor Volcano undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Additional Information
The tender offer described in this communication (the Offer) has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Volcano or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the SEC by Philips and a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed with the SEC by Volcano. The offer to purchase shares of Volcano common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The tender offer statement will be filed with the SEC by Clearwater Merger Sub, Inc., a wholly owned subsidiary of Philips Holding USA Inc., which is a wholly owned subsidiary of Royal Philips, and the solicitation/recommendation statement will be filed with the SEC by Volcano. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the Information Agent for the Offer, which will be named in the tender offer statement.
Exhibit 99.9
|
Exhibit 99.9
IGT Townhall
December 17, 2014
|
Cautionary Statement Regarding Forward-Looking Statements
This release may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Philips and certain of the plans and objectives of Philips with respect to these items, including without limitation completion of the tender offer and merger and any expected benefits of the merger, and certain forward-looking statements regarding Volcano, including without limitation with respect to its business, the proposed tender offer and merger, the expected timetable for completing the transaction, and the strategic and other potential benefits of the transaction. Completion of the tender offer and merger are subject to conditions, including satisfaction of a minimum tender condition and the need for regulatory approvals, and there can be no assurance that those conditions can be satisfied or that the transactions described in this release (the Transactions) will be completed or will be completed when expected. Often, but not always, forward-looking statements can be identified by the use of words such as plans, expects, expected, scheduled, estimates, intends, anticipates, projects, potential, continues or believes, or variations of such words and phrases or state that certain actions, events, conditions, circumstances or results may, could, should, would, might or will be taken, occur or be achieved. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, (i) the risk that not all conditions of the Offer or the merger will be satisfied or waived; (ii) uncertainties regarding the two companies ability to successfully market both new and existing products; (iii) uncertainties relating to the anticipated timing of filings and approvals relating to the Transactions; (iv) uncertainties as to the timing of the tender offer and merger; (v) uncertainties as to how many of Volcanos stockholders will tender their stock in the tender offer; (vi) the possibility that competing offers will be made; (vii) the failure to complete the tender offer or the merger in the timeframe expected by the parties or at all; (viii) the outcome of legal proceedings that may be instituted against Volcano and/or others relating to the Transactions; (ix)
Volcanos ability to maintain relationships with employees, customers, or suppliers; (x) domestic and global economic and business conditions; (xi) developments within the euro zone; (xii) the successful implementation of Philips strategy and the ability to realize the benefits of this strategy; (xiii) legal claims; (xiv) changes in exchange and interest rates; (xv) changes in tax rates, raw materials and employee costs; (xvi) the ability to successfully exit certain businesses or restructure the operations; (xvii) the rate of technological changes; (xviii) political, economic and other developments in countries where Philips operates; (xix) industry consolidation and competition; and (xx) other risk factors described in Volcanos Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the United States Securities and Exchange Commission (SEC). Any forward-looking statements in this release are based upon information known to Philips on the date of this announcement. Neither Philips nor Volcano undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
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Additional Information
The tender offer described in this communication (the Offer) has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Volcano Corporation (Volcano) or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the United States Securities and Exchange
Commission (the SEC) by Philips and a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed with the SEC by Volcano. The offer to purchase shares of Volcano common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/ RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The tender offer statement will be filed with the SEC by Clearwater Merger Sub, Inc., a wholly owned subsidiary of Philips Holding USA Inc., which is a wholly owned subsidiary of Royal Philips, and the solicitation/recommendation statement will be filed with the SEC by Volcano. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the Information Agent for the offer, which will be named in the tender offer statement.
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Intro Bert van Meurs
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Who is Volcano?
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Patients Physicians
People Products
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Volcanohighlights
Solutions for issues facing healthcare systems today
The Precision Physiology & Intravascular Imaging technology and innovation leader
Guided Therapy Physiologyrapidly growing business in large underpenetrated market
Leader
Over 7,400 installed systems
Base Business Approximately 1800 employees
Approximately 280 direct global sales reps
Strong partnerships with GE, Philips, Siemens, and Medtronic
Growth strategy Grow in peripheral vascular: Crux IVC Filters, IVUS, atherectomy
Sync-Rx co-registration hardware and software
Optical Coherence Tomography (OCT)
Financials 2013$400M revenue
50% generated in the US, 25% in Japan and 25% in rest of world.
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Intravascular Ultrasound (IVUS)
A catheter based system that allows physicians to acquire images of diseased vessels from inside the artery.
IVUS provides detailed and accurate measurements of lumen and vessel size, plaque area and volume, and the location of key anatomical landmarks.
IVUS technology helps differentiate the four plaque types: fibrous, fibro-fatty, necrotic core and dense calcium.
40% global market share
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Fractional Flow Reserve (FFR)
Catheter-based technique used to better assess the restriction in blood flow in arteries caused by plaque build up (stenosis).
Key objective is to decide whether placing a stent is an appropriate treatment or not.
50% global market share
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Strategic fit
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Our iXR Strategy: How we win
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2 3 |
Strengthening the Core Develop Solutions Entering New Areas
Strong pipeline of innovations
Integral value propositions per
customer segment & clinical area
with proof points to be preferred
Clinical AND Business partner
Continued focus on productivity
improvements
Modular platform investments
Develop predictive maintenance
and performance services
Strengthened quality & compliance
Consultancy (pre & post sales)
aimed at customers with efficiency
/cost challenges
Services to accelerate
standardization of care and
advancing procedures on the
maturity curve (e.g. Trans Arterial
Chemo Embolization; minimally
invasive Mitral Valves )
Support with new business models
Close collaboration BG U/S, BG
HISS, Markets and Customer Service
Penetrate adjacent clinical specialties for minimally invasive treatments that create opportunities for live image guidance e.g. spine surgery, prostate embolization
Enter medical devices (disposables) through In Body Imaging & Sensing (IBIS)
New skills (e.g. Clinical-economic, Consultancy, data analysis) & capabilities (e.g. IT infrastructure)
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Volcano is adjacent to Philips and unique in IGT segment
Out of body Intra-Body Imaging Delivery Systems &
Imaging and Sensing Therapy devices
Segment size &
CAGR% in C/V: $2B, 2-3% $1.5B, 10-12% $30-35B, 4%
O -arm X Ray
AxiEM EM
PoleStar MRI
3D microTEE, 3D ICE, cMUT, Optical Shape Sensnig
ICE, IVUS
2D ICE
3D TEE
LightLab OCT, Radi FFR, 2D ICE
IVUS, NIRS
Balloon catheters,
SyncRx imaging Microcatheters,
Integration solutions Thrombectomy catheters,
IVUS, FFR Atherectomy catheter s
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Rapidly growing IGT market provides opportunities
IGT Market €B
Equipment-based* Instrument-based (IBIS)
CAGR
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3,3 |
4%
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2,3 2,5 2,6 13% |
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1,1
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0,8 |
02007 2010 2013 2020
Market dynamics
Majority of the growth is in
In Body Imaging and Sensing (IBIS),
Catheters and Needles
Mobile, affordable U/S for care settings outside Radiology / Cardiology
X-Ray will no longer be the dominating technology
Outlook and Opportunities
Philips technology capabilities / platforms provide strong opportunity to expand beyond present NBD-IGIT activities
IGIT Market Breakdown by Segment (€B and %)
2.5 3.1 3.7 5.9
100%
8% 10% 12% 17%
9% 11% 13%
19% 17%
23%
26%
32%
63%
56% 49%
34%
2007 2010 2013 2020
ElectroMagnetic Line of Sight Int. U/S X Ray
Includes Surgical navigation, POC U/S, TEE, Cathlab and Mobile C-arms
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Present channels not suitable to create & capture value |
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Creating a unique positioning
together
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Video Gerard Winkels
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Interventional procedures . . . today
Segregated equipment
XR,
Hemodynamic
monitoring
IVUS, FFR
Limited link with therapy
Stent
Interventional cardiology segment today:
22M procedures globally; 3.5% growth
Interventional cardiologist is key physician (target customer)
Established procedures in Coronary and Vascular indications; largest market segment but modest growth
Segment highly consolidated with several large cardiology companies (Medtronic, Boston Scientific, Abbott)
Minimally-invasive therapy devices rapidly evolving, and expanding to new indications
Imaging solutions are critical for optimal device guidance and outcomes (Philips, GE, Siemens)
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Interventional procedures . . . tomorrow
Integrated suites
Hardware integration (no more clutter),
streamlined workflow, common user interface,
IT integration
Leading to procedure innovation
Imaging and intelligence at the tip of a catheter
On-board imaging/monitoring with improved anatomical and functional information to optimize therapy delivery Procedure-specific application support Recurring revenue, disposable business models
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The Volcano acquisition will strongly support our strategy
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2 3 |
Strengthening the Core Develop Solutions Entering New Areas
Strong pipeline of innovations
Integral value propositions per customer segment & clinical area with proof points to be preferred Clinical AND Business partner
Continued focus on productivity improvements
Modular platform investments
Develop predictive maintenance and performance services
Strengthened quality & compliance
Consultancy (pre & post sales) aimed at customers with efficiency /cost challenges
Services to accelerate standardization of care and advancing procedures on the maturity curve (e.g. Trans Arterial Chemo Embolization; minimally invasive Mitral Valves )
Support with new business models
Close collaboration BG U/S, BG HISS, Markets and Customer Service
Penetrate adjacent clinical specialties for minimally invasive treatments that create opportunities for live image guidance e.g. spine surgery, prostate embolization
Enter medical devices (disposables) through In Body Imaging & Sensing (IBIS)
New skills (e.g. Clinical-economic, Consultancy, data analysis) & capabilities (e.g. IT infrastructure)
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The Volcano acquisition will strongly support our strategy
1 |
|
2 3 |
Strengthening the Core Develop Solutions Entering New Areas
Strong pipeline of innovations
Integral value propositions per customer segment & clinical area with proof points to be preferred Clinical AND Business partner
Continued focus on productivity improvements
Modular platform investments
Develop predictive maintenance and performance services
Strengthened quality & compliance
Jointly create the best integrated PCI lab (X-Ray,
IVUS, FFR) in the world
Use our expertise to sell and service equipment to boost Volcanos console business
Use the Volcano sales force customer intimacy to
boost sales of options and upgrades into our installed base
Increase our visibility of and early involvement in new lab deals
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The Volcano acquisition will strongly support our strategy
1 |
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2 3 |
Strengthening the Core Develop Solutions Entering New Areas
Consultancy (pre & post sales) aimed at customers with efficiency /cost challenges
Services to accelerate standardization of care and advancing procedures on the maturity curve (e.g. Trans Arterial Chemo Embolization; minimally invasive Mitral Valves )
Support with new business models
Close collaboration BG U/S, BG HISS, Markets and Customer Service
Most flexible business model in the industry
(equipment, services, consumables)
Use our joint deep clinical insights to improve clinical practice, better outcomes and lower cost
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The Volcano acquisition will strongly support our strategy
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2 3 |
Strengthening the Core Develop Solutions Entering New Areas
Combine Philips technology with Volcano channel, consumables know-how, and experience with clinical trials to accelerate the growth of the IBIS business
Penetrate adjacent clinical specialties for minimally invasive treatments that create opportunities for live image guidance e.g. spine surgery, prostate embolization
Enter medical devices (disposables) through In Body Imaging & Sensing (IBIS)
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More about Volcano
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Patients Physicians
People Products
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Volcano Worldwide
Manufacturing &
Systems/Hardware Volcano Europe
R&D Brussels, Belgium
Rancho Cordova, CA
Volcano East Volcano Israel
Billerica, MA
FL.ICE & Crux Tel Aviv, Israel
Bay Area, CA Global Sales & Volcano Japan
Micro Catheters
Corporate Tokyo, Japan
Atlanta, GA
Headquarters
San Diego, CA
Disposables
Manufacturing
San Jose, Costa Rica
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Philips and Volcano: a merger of strengths
We share a vision and passion for health care
Mission:
Improving peoples lives through meaningful innovation
Vision:
At Philips, we strive to make the world healthier and more sustainable through innovation. Our goal is to improve the lives of 3 billion people a year by 2025. We will be the best place to work for people who share our passion. Together, we will deliver superior value for our customers and shareholders.
Mission:
To improve the lives of patients
Vision:
Through innovation and dedication to our values, we seek to provide the means for superior therapeutic solutions that enable patients to live long fulfilling lives.
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The Volcano Vision
A platform company guiding and optimizing minimally invasive therapies utilizing visualization, physiology, or future technologies
Future
Today
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Volcano targets coronary and peripheral vascular IGIT segments with IVUS and FFR
Source: Volcano management presentation
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Multiple Solutions from Volcano
FFR Co-Reg +
IVUS
iFR® Angio+
CRUX VCF
CFR + IVUS
CRUX
pFFR VCF
Combo Digital Rotational Peripheral Pioneer
ChromaFlo® VH® IVUS FACT
(Pressure + IVUS IVUS IVUS Plus
Flow)
Pre-Procedure Peri-Procedure Post-Procedure
FACT is an acronym for Volcano Corporations focused acoustic computed tomography (FACT). Technologies with gray outlines are currently under development and are not commercially available for sale.
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What happens next?
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Next steps
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Closing the deal
Q1 2015
Integration of Volcano
After closing the deal
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Questions?
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Some iXR announcements
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iXR
January 1st, 2015
Business Leader iXR
Ronald Tabaksblat
Management Assistant
Ann De Wit
Enabling Functions Business Functions MoS Markets
International Business
Finance Marketing Mobile Surgery Leader
Frits van Staa Louise Verheij van Wijk Rekha Ranganathan Sander Verspeek
Cardiology Solutions
HR R&D Leader
Heidi Sichien Harry Berghuis Will Ickenroth
Innovation/Clinical Science
Q&R iXR NA
& Medical Affairs/iBD
Hugo Weusten Perry De Augustine
Nijs van der Vaart
Procurement Operations iXR Greater China
Jeroen Peters John van Soerland Zhang Wei
Business Excellence
Marcel Borger
Services Jan Windey
Legend
Tier 1
Tier 2
Tier 3
Tier 4
Tier 5
Tier 6
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Realigning marketing organization to better service our customers E2E now and in the future
iXR Marketing Team Mobile Mkt Team
Market & Lifecycle Efficiency Solution Clinical Solutions Strategic Mkt
System NPI Team
Team Team Team Team
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Strengthen the Core |
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Develop Solutions |
Enter New
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Areas
Customers
Customer segments: Leaders ; Quality Optimizers ;Standardizers & Opportunists ;Economizers & Minimalists
Clinical specialty: Cardio / Vasc / Neuro (Int/Surg)
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iXR Marketing per Jan 2015
iXR Marketing Mobile Mkt Team
Louise Verheij van Wijk Narendra Joshi
Efficiency Strategic
Market & System NPI Team Clinical Solutions
Solution Team Marketing
Lifecycle Team Jan de Jong van Beek Team
a.i. Louise Verheij Louise Verheij van
Sander Verspeek en Donk Ruud Heugen
van Wijk Wijk
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iXR Clinical Science & Medical Affairs per Jan 2015
Clinical Science, Innovation & iBD
Nijs van der Vaart
Interventional Business
Development
Clinical Science Innovation Innovation Innovation XUS NPI
& Medical program IRIS program MIA program program iBD NPI iBD Business
Affairs Robert-jan De I&AI Program Development
Bart Carelsen Erik van Dijk Pauw Ivo Canjels Peter Vogels Mark Mirjam
Steenbakkers Rubbens
Clinical Strategy Clinical Areas Regionals Evidence
Trends & Concept & Regionals & Proof Clinical & Economical
Opportunities Feasibility points Proof points
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iXR R&D per Jan 2015
iXR R&D Mobile
Harry Berghuis Radhakrishnan Kodakkal
Program
Management
Ad van der
Stappen
System ICC
PMO MDC IAC PIC
Development Dirk-Jan
Emile Canoy a.i. Harry Berghuis Theo Nanne Chitra Sukumar
Hans Duetz Swagerman
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Questions?
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We are at the heart of the Health Continuum
HealthyLiving Prevention Diagnosis Treatment Recovery Home Care
Imaging Diagnostics & Image-
Guided Therapy
Healthcare Transformation Services
HealthSuite Digital Platform enabling solutions
39
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