EX-99.9 10 d382908dex999.htm EX-99.9 EX-99.9

Exhibit 99.12

Dear teammates,

Today has been quite an exciting day! With this morning’s announcement of Philips’ intent to acquire Spectranetics, we look forward to our teams combining forces to expand our leadership position in image-guided therapy.

Philips is a leading health technology company headquartered in Amsterdam. We are proud of our mission to provide broad solutions for patients and truly believe we can positively impact 3 billion patients per year by 2025. As you know, image-guided therapies continue to revolutionize healthcare. Since our acquisition of Volcano in 2015, we have solidified our leadership in this space. Philips is a global leader in image-guided therapy imaging systems and smart catheters for diagnosis and therapy assessment, and a leading innovator in atherectomy therapy catheters.

We have enormous respect for Spectranetics and are impressed by the Company’s cutting-edge products, innovation pipeline and dedicated teammates. As minimally invasive procedures become more prevalent and the image-guided therapy market continues to grow, it is vital that we continue to advance the tools physicians rely upon. We recognize that Spectranetics provides expert solutions, training and support necessary for physicians to perform procedures effectively and efficiently.

We also recognize that, under Scott’s leadership, you have done an exceptional job strengthening and growing Spectranetics as a leader in the market. The talented teammates of Spectranetics are a complementary addition to the Philips team.

Our joining together is an exciting and significant step for both of us. We are thrilled to be expanding the Philips IGT Devices business and entering the specialty and drug-coated balloon (DCB) space with Spectranetics’ solutions. These additions to Philips’ coronary, peripheral vascular and electrophysiology teams reinforces our IGT Devices strategy. We share the same vision and passion for our business, our customers and their patients. Our businesses are highly complementary and we share a complementary customer base and we look forward to expanding our portfolio while continuing to deliver for our customers and their patients.

We look forward to formally welcoming you to Philips at the close of the acquisition. In the meantime, we will work to identify a joint integration team to bring our companies, technology and people together and ensure a smooth and successful transition.

At Philips, we are passionate about improving people’s lives through meaningful innovation and are determined to be the best place to work for people who share our passion. We are thrilled that you’re now joining Philips, as we have the highest regard for you. You have built a terrific company. We understand and admire the contributions your technologies and solutions have made and you have acquired a well-earned reputation for attracting skilled professionals who excel at innovation. And we admire how exceptional you are in caring for and serving your customers and patients. We are looking forward to meet you in person soon.

 

Bert van Meurs

BG Leader, Image Guided Therapy

  

Chris Barys

Business Leader, Image Guided Therapy Devices

Additional Information This communication relates to a tender offer (the “Offer”) that 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 The Spectranetics Corporation (“Spectranetics”) 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 Spectranetics. The offer to purchase shares of Spectranetics 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 HealthTech 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 Spectranetics. 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.

Cautionary Statement Regarding Forward-Looking Statements

This communication 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 Offer and merger and any expected benefits of the merger, and certain forward-looking statements regarding Spectranetics, including without limitation with respect to its business, the proposed Offer and merger, the expected timetable for completing the transaction, and the strategic and other potential benefits of the transaction. Completion of the 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 communication (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 by statements 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 relating to the anticipated timing of filings and approvals relating to the Transactions; (iii) uncertainties as to the timing of the Offer and merger; (iv) uncertainties as to how many of Spectranetics’ stockholders will tender their stock in the Offer; (v) the possibility that competing offers will be made; (vi) the failure to complete the Offer or the merger in the timeframe expected by the parties or at all; (vii) the outcome of legal proceedings that may be instituted against Spectranetics and/or others relating to the Transactions; (viii) the risk that the Transactions disrupt current plans and operations of Spectranetics and affect its ability to maintain relationships with employees, customers or suppliers; (ix) the possibility that the parties may be unable to achieve expected synergies and operating efficiencies within the expected timeframes or at all and to successfully integrate Spectranetics’ operations into those of Philips; (x) the successful implementation of Philips’ strategy and the ability to realize the benefits of this strategy; (xi) domestic and global economic and business conditions; (xii) regulatory developments affecting Philips’ and or Spectranetics’ actual or proposed products or technologies; (xiii) political, economic and other developments in countries where Philips operates; (xiv) unpredictability and severity of catastrophic events; (xv) industry consolidation and competition; and (xvi) other risk factors described in Spectranetics’ Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC. Any forward-looking statements in this communication are based upon information known to Philips on the date of this communication. Neither Philips undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.