SC14D9C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Rule 14d-101)

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

THE SPECTRANETICS CORPORATION

(Name of Subject Company)

THE SPECTRANETICS CORPORATION

(Names of Persons Filing Statement)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

84760C107

(CUSIP Number of Class of Securities)

Paul Gardon

General Counsel

The Spectranetics Corporation

9965 Federal Drive

Colorado Springs, Colorado 80921

719-447-2000

(Name, address and telephone number of person authorized to receive

notices and communications on behalf of the persons filing statement)

With copies to:

Minh Van Ngo

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 8th Avenue

New York, New York 10019

(212) 474-1000

☒Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Schedule 14D-9 filing consists of the following communications related to the proposed acquisition (the “Acquisition”) of The Spectranetics Corporation, a Delaware corporation (the “Company” or “Spectranetics”), by Philips Holding USA Inc., a Delaware corporation (“Parent”), and Healthtech Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to the terms of the Agreement and Plan of Merger dated June 27, 2017 (the “MergerAgreement”), among the Company, Merger Sub and Parent.

● Exhibit 99.1: Press Release, dated June 28, 2017

● Exhibit 99.2: Scott Drake’s letter to Vascular Intervention Commercial Sales Force dated June 28, 2017

● Exhibit 99.3: Scott Drake’s letter to Lead Management Commercial Sales Force dated June 28, 2017

● Exhibit 99.4: Scott Drake’s letter to International Commercial Sales Force Teammates dated June 28, 2017

● Exhibit 99.5: Scott Drake’s letter to Teammates dated June 28, 2017

● Exhibit 99.6: Scott Drake’s letter to Suppliers dated June 28, 2017

● Exhibit 99.7: Scott Drake’s letter to Physicians and Technicians dated June 28, 2017

● Exhibit 99.8: Scott Drake’s letter to Business Partners dated June 28, 2017

● Exhibit 99.9: Scott Drake’s letter to Customers dated June 28, 2017

● Exhibit 99.10: Message from Philips to Teammates dated June 28, 2017

Important Information

The tender offer for the outstanding shares of Spectranetics has not yet commenced.  This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares, nor is it a substitute for the tender offer materials that Merger Sub will file with the U.S. Securities and Exchange Commission (the “SEC”) upon commencement of the tender offer. At the time the tender offer is commenced, Merger Sub will file tender offer materials on Schedule TO, and Spectranetics thereafter will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION. HOLDERS OF SHARES OF THE FRESH MARKET ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF THE FRESH MARKET SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains forward-looking statements in addition to historical information. Spectranetics uses words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “looking forward,” “may,” “plan,” “potential,” “project,” “should,” “target,” “will” and “would” or any variations of these words or other words with similar meanings to identify such forward-looking statements. All statements that address activities, events or developments that Spectranetics intends, expects or believes may occur in the future are forward-looking statements. These forward-looking statements may relate to such matters as Spectranetics’ industry, business strategy, goals and expectations concerning Spectranetics’ market position, future operations, future performance or results, margins, profitability, capital expenditures, liquidity and capital resources, interest rates and other financial and operating information and the outcome of contingencies such as legal and administrative proceedings.  The following are some of the factors that could cause actual future results to differ materially from those expressed in any forward-looking statements: (i) uncertainties as to the timing of the proposed transaction; (ii) the risk that the proposed transaction may not be completed in a timely manner or at all; (iii) uncertainties as to the percentage of Spectranetics’ stockholders that will support the proposed transaction and tender their shares in the offer; (iv) the possibility that competing offers or acquisition proposals for Spectranetics will be made; (v) the possibility that any or all of the various conditions to the consummation of the proposed transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances which would require Spectranetics to pay a termination fee or other expenses; (vii) risks regarding the failure to obtain the necessary financing to complete the proposed transaction; (viii) the effect of the announcement or pendency of the proposed transaction on Spectranetics’ ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results and business generally; (ix) risks related to diverting management’s attention from Spectranetics’ ongoing business operations; (x) the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability and (xi) other factors as set forth from time to time in Spectranetics’ filings with the SEC, including its Form 10-K for the fiscal year ended December 31, 2016 and any subsequent Form 10-Qs.  Any forward-looking statement made by Spectranetics in this communication speaks only as of the date hereof. Factors or events that could cause Spectranetics’ actual results to differ may emerge from time to time, and it is not possible for Spectranetics to predict all of them. Spectranetics undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

EX-99.1

Exhibit 99.1

Philips to acquire The Spectranetics Corporation to accelerate expansion in image-guided therapy devices to treat cardiac and peripheral vascular disease

● Highly complementary addition to Philips’ Image-Guided Therapy Business Group, strengthening its position in EUR 6+ billion market

● Spectranetics’ strong device portfolio for vascular intervention and lead management procedures is growing double-digits

● Spectranetics’ Stellarex [1] drug-coated balloon is a next-generation therapeutic device for the treatment of peripheral artery disease; Stellarex is backed by compelling clinical data, CE-marked, and under review by the FDA for premarket approval in the U.S.

● Philips is offering Spectranetics shareholders USD 38.50 in cash per share, which constitutes a 27 percent premium to Spectranetics closing price on June 27, 2017

● Acquisition expected to be revenue growth, adjusted EBITA [2] margin and adjusted EPS [3] accretive for Philips by 2018

Amsterdam, the Netherlands and Colorado Springs, CO, U.S. – Royal Philips (NYSE: PHG; AEX: PHIA), a global leader in health technology, and The Spectranetics Corporation (NASDAQ: SPNC), a U.S.-based global leader in vascular intervention and lead management solutions, today announced that they have entered into a definitive merger agreement. Pursuant to the agreement, Philips will commence a tender offer to acquire all of the issued and outstanding shares of Spectranetics for USD 38.50 per share, to be paid in cash upon completion. This represents a 27 percent premium to Spectranetics closing price on June 27, 2017. The implied enterprise value is approximately EUR 1.9 billion, inclusive of Spectranetics’ cash and debt. The board of directors of Spectranetics has approved the transaction and recommends the offer to its shareholders. The transaction is expected to close in the third quarter of 2017.

Philips has a leadership position in the EUR 6+ billion image-guided therapy market with a unique portfolio of interventional imaging systems and devices, planning and navigation software, and services, serving a large, global customer base and supported by a global network of leading clinical partners.

The acquisition of Spectranetics will further expand and strengthen Philips’ Image-Guided Therapy Business Group. Spectranetics is a leader in vascular intervention to treat coronary and peripheral artery disease, and in lead management for the minimally invasive removal of implanted pacemaker and implantable cardioverter defibrillator (ICD) leads. Spectranetics is currently growing double digits and projects 2017 sales to be in the range of USD 293 million to USD 306 million.

Spectranetics' device portfolio includes a range of laser atherectomy catheters for treatment of blockages with laser energy in both coronary and peripheral arteries; the AngioSculpt scoring balloon used to mechanically push a blockage aside in both peripheral and coronary arteries; the AngioSculptX scoring balloon [4], which is the only drug-coated scoring balloon in the market, and the Stellarex drug-coated balloon, which treats common to complex lesions while inhibiting the recurrence of these blockages. All of these market segments exhibit high growth rates.

The Stellarex drug-coated balloon is a key growth driver in Spectranetics’ portfolio. Stellarex already is CE-marked, and under review by the FDA for premarket approval in the U.S. The drug-coated balloon segment is one of the fastest growing segments in peripheral vascular procedures. Top-tier outcomes in the most complex patient population studied in drug-coated balloon IDE trials indicate that Spectranetics’ Stellarex has excellent clinical performance with proven results in complex disease.

“Today’s exciting announcement follows a series of bolt-on acquisitions to strengthen our portfolio across the health continuum,” said Frans van Houten, CEO of Royal Philips. “Building on the successful integration of the Volcano acquisition in early 2015, we are now accelerating our strategic expansion into therapy devices with the agreement to acquire Spectranetics. This transaction is expected to be revenue growth and profit accretive by 2018, given the projected revenue and productivity synergies. Spectranetics’ highly competitive product range, integrated with our portfolio of interventional imaging systems, devices, software and services will enable clinicians to decide, guide, treat and confirm the appropriate cardiac and peripheral vascular treatment to deliver enhanced care for patients with better outcomes, as well as significantly boost recurring revenue streams for Philips.”

“We are pleased to announce this agreement with Philips, which will deliver significant value to our shareholders,” said Scott Drake, President and CEO of Spectranetics. “Combining Philips’ innovations in image-guided therapy with Spectranetics’ portfolio and expertise in the therapeutic device space will create exciting opportunities and allow us to accelerate growth. As part of Philips, we will have the scale and resources to expand Spectranetics’ portfolio of highly differentiated products, our robust innovation pipeline, and our clinical data compendium. This transaction is a testament to the hard work and dedication of Spectranetics’ talented teammates. We have tremendous respect for Philips, as our two companies have a shared view on the importance of culture, values, and innovation, as well as a shared focus on improving patients’ lives around the world. We look forward to a smooth transition.”

Financials

Upon completion of the transaction, Spectranetics and its more than 900 employees will become part of the Image-Guided Therapy Business Group within Philips. Spectranetics’ standalone revenue growth is expected to be double-digit and adjusted EBITA to be positive by 2018. Philips sees sustained high sales growth through new product introductions across a highly synergistic therapy device portfolio. Moreover, the transaction will enhance the geographical expansion of Spectranetics’ products and commercialization opportunities in new, adjacent segments. As part of Philips, the Spectranetics business will benefit immediately from Philips’ platform enabling cost and working capital synergies.

As a result, the combined Spectranetics and Philips Image Guided Therapy Devices business (Philips Volcano), within the Image-Guided Therapy Business Group, is expected to grow to approximately EUR 1 billion by 2020. For the overall Image-Guided Therapy Business Group, Philips targets a high single-digit comparable sales growth and high-teens adjusted EBITA margin for the medium-term [5]. In 2016, this business group reported sales of approximately EUR 1.9 billion of which approximately 20 percent was attributable to device sales. The transaction is expected to be accretive to Philips’ revenue growth, adjusted EBITA margins and adjusted EPS by 2018.

The transaction is structured as a cash tender offer by Philips for all of the issued and outstanding shares of Spectranetics, to be followed by a merger in which each share of Spectranetics not tendered in the tender offer will be converted into the USD 38.50 per share price paid in the tender offer. Pursuant to the merger agreement, the transaction is subject to customary closing conditions, including certain regulatory clearances in the U.S. and in certain non-U.S. jurisdictions. The tender offer is not subject to any financing conditions. Philips intends to finance the acquisition through a combination of cash on hand and the issuance of debt.

[1] Stellarex is not available for sale in the U.S.

[2] Adjusted EBITA is defined as Income from operations (EBIT) excluding amortization of intangible assets (excluding software and development expenses), impairment of goodwill and other intangible assets, restructuring charges, acquisition-related costs and other significant items

[3] Adjusted EPS is EPS excluding restructuring, acquisition-related and intangible amortization charges

[4] AngioSculptX is not available for sale in the U.S.

[5] Medium-term: 3-4 years as of the end of 2016

 For further information, please contact:

Philips:

Steve Klink

Philips Group Press Office

Tel.: +31 6 10888824

E-mail: steve.klink@philips.com

Ksenija Gonciarenko

Philips Investor Relations

Tel.: +31 20 5977055

E-mail: ksenija.gonciarenko@philips.com

Spectranetics:

Michaella Gallina

Spectranetics Investor Relations

Tel.: +1 719 447 2417

E-mail: Investor.relations@spnc.com

Zach Stassen

Spectranetics Investor Relations

Tel.: +1 719 447 2292

E-mail: Investor.relations@spnc.com

About Royal Philips

Royal Philips (NYSE: PHG, AEX: PHIA) is a leading health technology company focused on improving people's health and enabling better outcomes across the health continuum from healthy living and prevention, to diagnosis, treatment and home care. Philips leverages advanced technology and deep clinical and consumer insights to deliver integrated solutions. Headquartered in the Netherlands, the company is a leader in diagnostic imaging, image-guided therapy, patient monitoring and health informatics, as well as in consumer health and home care. Philips' health technology portfolio generated 2016 sales of EUR 17.4 billion and employs approximately 70,000 employees with sales and services in more than 100 countries. News about Philips can be found at www.philips.com/newscenter.

About Spectranetics

The Spectranetics Corporation develops, manufactures, markets and distributes medical devices used in minimally invasive procedures within the cardiovascular system. The Company's products are available in over 65 countries and are used to treat arterial blockages in the heart and legs and in the removal of pacemaker and defibrillator leads.

The Company's Vascular Intervention (VI) products include a range of laser catheters for ablation of blockages in arteries above and below the knee, the AngioSculpt scoring balloon used in both peripheral and coronary procedures, and the Stellarex drug-coated balloon peripheral angioplasty platform, which received European CE mark approval in December 2014. The Company also markets support catheters to facilitate crossing of peripheral and coronary arterial blockages, and retrograde access and guidewire retrieval devices used in the treatment of peripheral arterial blockages, including chronic total occlusions. The Company markets aspiration and cardiac laser catheters to treat blockages in the heart.

The Lead Management (LM) product line includes excimer laser sheaths, dilator sheaths, mechanical sheaths and accessories for the removal of pacemaker and defibrillator cardiac leads, including the Bridge™ Occlusion Balloon.

For more information, visit www.spectranetics.com. 

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 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.

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 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 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 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 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 time-frames 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 release are based upon information known to Philips on the date of this announcement. Neither Philips nor Spectranetics undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

This press release contains inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.

EX-99.2

Exhibit 99.2

VI Commercial Sales Force Teammates Letter Template

Dear VI Teammates,

I am excited to announce that Spectranetics will be acquired by Philips, a leading health technology company. The transaction will unite two companies that have a shared view on the importance of culture, values, innovation and improving patients’ lives around the world.  A copy of the press release that was issued this morning is attached.

This transaction is a testament to the strength of our company, all of our teammates, and the impressive product portfolio we have built together. Philips interest in Spectranetics is driven by our position in the industry and our continued growth. Upon completion of the transaction, Spectranetics will become part of Philips’ market-leading image-guided therapy business with increased global sales opportunities.

Philips is headquartered in Amsterdam and has a rich history of innovation with operations in more than 100 countries. Philips has an overarching goal to positively impact 3 billion people on the planet by 2025, and envisions a future in which it will provide broad solutions for patients, including front-end diagnostic capability as well as image-guidance enhanced therapy for major disease states. Our portfolio of highly differentiated products, our robust innovation pipeline, and our clinical data compendium represent a significant opportunity to help make Philips’ compelling vision a reality.

I am excited about the opportunities we will have as part of Philips. Given Philips’ scale and depth of global capabilities, I have every reason to believe that the work we are doing for our customers and patients will continue to flourish, in many cases, beyond what we could accomplish as a standalone company. Philips’ resources will enhance our ability to meet and exceed the expectations of our customers, offering them additional reasons to choose us as their go-to provider for proven treatment algorithms that save limbs and lives.

This transaction was made possible due in part to our strong sales team, which both of our companies recognize as essential to our continued success.

I recognize that this news may raise questions. We and the Philips team have a very thoughtful plan to answer your questions. We will be holding town halls across the following locations [today / in the coming days] where we will answer as many of your questions as possible:

— Colorado Springs: 8:30am MTN time today

— Fremont: 12:15 PST today

— Maple Grove: 9am CDT, Thursday

Additionally, you will also see a conference call invite for a meeting Scott Hutton will be hosting later this morning. In terms of next steps, we expect the transaction to close in the third quarter of 2017. Until that time, we will continue to operate as an independent company and it remains business as usual at Spectranetics. Please be assured that we are working to create a seamless transition for all teammates.

Thank you again for your continued dedication and commitment.  Although the ownership structure of our company will change, our priorities – including serving our teammates, customers and patients – will remain the same.  Please continue to support our business as you do every day.  We will share progress in the weeks and months ahead.

Scott Drake

President and CEO

Additional Information

The tender offer for the shares of outstanding common stock of Spectranetics has not yet commenced.  This communication is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell any securities of Spectranetics.  The solicitation and offer to buy common stock of Spectranetics will only be made pursuant to an Offer to Purchase and related materials.  At the time the tender offer is commenced, Philips will file a tender offer statement on Schedule TO with the United States Securities and Exchange Commission (the “SEC”) and Spectranetics will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer.  Investors are urged to read these materials when they become available, as well as any other relevant documents filed with the SEC when they become available, carefully and in their entirety because they will contain important information, including the terms and conditions of the tender offer.  Investors may obtain a free copy of the Solicitation/Recommendation Statement and other documents (when available) that Spectranetics files with the SEC at the SEC’s website at www.sec.gov, or free of charge from Spectranetics at www.spectranetics.com/investor-relations or by directing a request to Investor Relations, at 719-447-2292 or ir@spnc.com.

Forward-Looking Statements

This communication contains forward-looking statements in addition to historical information. We use words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “looking forward,” “may,” “plan,” “potential,” “project,” “should,” “target,” “will” and “would” or any variations of these words or other words with similar meanings to identify such forward-looking statements. All statements that address activities, events or developments that we intend, expect or believe may occur in the future are forward-looking statements. These forward-looking statements may relate to such matters as Spectranetics’ industry, business strategy, goals and expectations concerning Spectranetics’ market position, future operations, future performance or results, margins, profitability, capital expenditures, liquidity and capital resources, interest rates and other financial and operating information and the outcome of contingencies such as legal and administrative proceedings.  The following are some of the factors that could cause actual future results to differ materially from those expressed in any forward-looking statements: (i) uncertainties as to the timing of the tender offer and the subsequent merger; (ii) the risk that the tender offer or the subsequent merger may not be completed in a timely manner or at all; (iii) uncertainties as to the percentage of Spectranetics’ stockholders tendering their shares in the tender offer; (iv) the possibility that competing offers or acquisition proposals for Spectranetics will be made; (v) the possibility that any or all of the various conditions to the consummation of the tender offer or the subsequent merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement dated June 27, 2017, among Spectranetics, Philips Holding USA Inc. and Healthtech Merger Sub, Inc. (the “Merger Agreement”), including in circumstances which would require Spectranetics to pay a termination fee or other expenses; (vii) risks regarding the failure to obtain the necessary financing to complete the transactions contemplated by the Merger Agreement; (viii) the effect of the announcement or pendency of the transactions contemplated by the Merger Agreement on Spectranetics’ ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results and business generally; (ix) risks related to diverting management’s attention from Spectranetics’ ongoing business operations; (x) the risk that stockholder litigation in connection with the transactions contemplated by the Merger Agreement may result in significant costs of defense, indemnification and liability and (xi) other factors as set forth from time to time in Spectranetics’ filings with the Securities and Exchange Commission, including its Form 10-K for the fiscal year ended December 31, 2016 and any subsequent Form 10-Qs.  Any forward-looking statement made by us in this communication speaks only as of the date hereof. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

 

EX-99.3

Exhibit 99.3

LM Commercial Sales Force Teammates Letter Template

Dear LM Teammates,

This morning, we announced that Spectranetics will be acquired by Philips, a leading health technology company. The transaction will unite two companies that have a shared view on the importance of culture, values, innovation and improving patients’ lives around the world.  A copy of the press release that was issued this morning is attached.

This transaction is a testament to the strength of our company and the impressive product portfolio we have built together. Philips’ interest in Spectranetics is driven by our position in the industry and our continued growth. Upon completion of the transaction, Spectranetics will become part of Philips’ market-leading image-guided therapy business with increased global sales opportunities.

Philips is headquartered in Amsterdam and has a rich history of innovation with operations in more than 100 countries. Philips has an overarching goal to positively impact 3 billion people on the planet by 2025, and envisions a future in which it will provide broad solutions for patients, including front end diagnostic capability as well as image-guidance enhanced therapy for major disease states. Our portfolio of highly differentiated products, our robust innovation pipeline, and our clinical data compendium represent a significant opportunity to help make Philips’ compelling vision a reality.

I am excited about the opportunities we will have as part of Philips. Given Philips’ scale and depth of global capabilities, I have every reason to believe that the work we are doing for our customers and patients will continue to flourish, in many cases, beyond what we could accomplish as a standalone company. Philips’ resources will enhance our ability to meet and exceed the expectations of our customers, offering them additional reasons to choose us as their go-to provider for proven treatment algorithms that save limbs and lives.

This transaction was made possible due in part to our strong sales team, which both of our companies recognize as essential to our continued success. Our EP customer focus, clinically adept team and our technology solutions, combined with Philips’ image-guiding portfolio can enable us to reach even more patients indicated for lead extraction.

I recognize that this news may raise questions. We and the Philips team have a very thoughtful plan to answer your questions. We will be holding town halls across the following locations where we will answer as many of your questions as possible:

— Colorado Springs: 8:30am MTN, today

— Fremont: 12:15pm PST, today

— Maple Grove: 9am CST, Thursday

Additionally, you will also see a conference call invite for a meeting Donna will be hosting later this morning. In terms of next steps, we expect the transaction to close in the third quarter of 2017. Until that time, we will continue to operate as an independent company and it remains business as usual at Spectranetics. Please be assured that we are working to create a seamless transition for all teammates.

Thank you again for your continued dedication and commitment.  Although the ownership structure of our company will change, our priorities – including serving our customers and patients – will remain the same.  Please continue to support our business as you do every day.  We will share progress in the weeks and months ahead.

Together,

Scott

Additional Information

The tender offer for the shares of outstanding common stock of Spectranetics has not yet commenced.  This communication is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell any securities of Spectranetics.  The solicitation and offer to buy common stock of Spectranetics will only be made pursuant to an Offer to Purchase and related materials.  At the time the tender offer is commenced, Philips will file a tender offer statement on Schedule TO with the United States Securities and Exchange Commission (the “SEC”) and Spectranetics will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer.  Investors are urged to read these materials when they become available, as well as any other relevant documents filed with the SEC when they become available, carefully and in their entirety because they will contain important information, including the terms and conditions of the tender offer.  Investors may obtain a free copy of the Solicitation/Recommendation Statement and other documents (when available) that Spectranetics files with the SEC at the SEC’s website at www.sec.gov, or free of charge from Spectranetics at www.spectranetics.com/investor-relations or by directing a request to Investor Relations, at 719-447-2292 or ir@spnc.com.

Forward-Looking Statements

This communication contains forward-looking statements in addition to historical information. We use words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “looking forward,” “may,” “plan,” “potential,” “project,” “should,” “target,” “will” and “would” or any variations of these words or other words with similar meanings to identify such forward-looking statements. All statements that address activities, events or developments that we intend, expect or believe may occur in the future are forward-looking statements. These forward-looking statements may relate to such matters as Spectranetics’ industry, business strategy, goals and expectations concerning Spectranetics’ market position, future operations, future performance or results, margins, profitability, capital expenditures, liquidity and capital resources, interest rates and other financial and operating information and the outcome of contingencies such as legal and administrative proceedings.  The following are some of the factors that could cause actual future results to differ materially from those expressed in any forward-looking statements: (i) uncertainties as to the timing of the tender offer and the subsequent merger; (ii) the risk that the tender offer or the subsequent merger may not be completed in a timely manner or at all; (iii) uncertainties as to the percentage of Spectranetics’ stockholders tendering their shares in the tender offer; (iv) the possibility that competing offers or acquisition proposals for Spectranetics will be made; (v) the possibility that any or all of the various conditions to the consummation of the tender offer or the subsequent merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement dated June 27, 2017, among Spectranetics, Philips Holding USA Inc. and Healthtech Merger Sub, Inc. (the “Merger Agreement”), including in circumstances which would require Spectranetics to pay a termination fee or other expenses; (vii) risks regarding the failure to obtain the necessary financing to complete the transactions contemplated by the Merger Agreement; (viii) the effect of the announcement or pendency of the transactions contemplated by the Merger Agreement on Spectranetics’ ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results and business generally; (ix) risks related to diverting management’s attention from Spectranetics’ ongoing business operations; (x) the risk that stockholder litigation in connection with the transactions contemplated by the Merger Agreement may result in significant costs of defense, indemnification and liability and (xi) other factors as set forth from time to time in Spectranetics’ filings with the Securities and Exchange Commission, including its Form 10-K for the fiscal year ended December 31, 2016 and any subsequent Form 10-Qs.  Any forward-looking statement made by us in this communication speaks only as of the date hereof. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

EX-99.4

Exhibit 99.4

International Commercial Sales Force Teammates Letter

Dear International Teammates,

I am excited to announce that Spectranetics will be acquired by Philips, a leading health technology company. The transaction will unite two companies that have a shared view on the importance of culture, values, innovation and improving patients’ lives around the world.  A copy of the press release that was issued this morning is attached.

This transaction is a testament to the strength of our company, all of our teammates, and the impressive product portfolio we have built together. Philips’ interest in Spectranetics is driven by our position in the industry and our continued growth. Upon completion of the transaction, Spectranetics will become part of Philips’ market-leading image-guided therapy business with increased global sales opportunities.

Philips is headquartered in Amsterdam and has a rich history of innovation with operations in more than 100 countries. Philips has an overarching goal to positively impact 3 billion people on the planet by 2025, and envisions a future in which it will provide broad solutions for patients, including front and diagnostic capability as well as image-guidance enhanced therapy for major disease states. Our portfolio of highly differentiated products, our robust innovation pipeline, and our clinical data compendium represent a significant opportunity to help make Philips’ compelling vision a reality.

I am excited about the opportunities we will have as part of Philips. Given Philips’ scale and depth of global capabilities, I have every reason to believe that the work we are doing for our customers and patients will continue to flourish, in many cases, beyond what we could accomplish as a standalone company. Philips’ resources will enhance our ability to meet and exceed the expectations of our customers, offering them additional reasons to choose us as their go-to provider for proven treatment algorithms that save limbs and lives.

This transaction was made possible due in part to our strong sales team, which both of our companies recognize as essential to our continued success. Our dedicated Lead Management sales force is essential to Philips’ desires to expand their footprint with EPs and our Vascular sales force is essential in broadening their reach of both IVUS and atherectomy devices.

I recognize that this news may raise questions. We and the Philips team have a very thoughtful plan to answer your questions. We will be holding a live broadcast of our townhall in Colorado Springs today. Dieter, Gabe and Shar will also host a call with international teammates to share more information – look for the invitation in your inbox this morning.

In terms of next steps, we expect the transaction to close in the third quarter of 2017. Until that time, we will continue to operate as an independent company and it remains business as usual at Spectranetics. Please be assured that we are working to create a seamless transition for all teammates.

Thank you again for your continued dedication and commitment.  Although the ownership structure of our company will change, our priorities – including serving our teammates, customers and patients – will remain the same.  Please continue to support our business as you do every day.  We will share progress in the weeks and months ahead.

Scott Drake

President and CEO

Additional Information

The tender offer for the shares of outstanding common stock of Spectranetics has not yet commenced.  This communication is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell any securities of Spectranetics.  The solicitation and offer to buy common stock of Spectranetics will only be made pursuant to an Offer to Purchase and related materials.  At the time the tender offer is commenced, Philips will file a tender offer statement on Schedule TO with the United States Securities and Exchange Commission (the “SEC”) and Spectranetics will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer.  Investors are urged to read these materials when they become available, as well as any other relevant documents filed with the SEC when they become available, carefully and in their entirety because they will contain important information, including the terms and conditions of the tender offer.  Investors may obtain a free copy of the Solicitation/Recommendation Statement and other documents (when available) that Spectranetics files with the SEC at the SEC’s website at www.sec.gov, or free of charge from Spectranetics at www.spectranetics.com/investor-relations or by directing a request to Investor Relations, at 719-447-2292 or ir@spnc.com.

Forward-Looking Statements

This communication contains forward-looking statements in addition to historical information. We use words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “looking forward,” “may,” “plan,” “potential,” “project,” “should,” “target,” “will” and “would” or any variations of these words or other words with similar meanings to identify such forward-looking statements. All statements that address activities, events or developments that we intend, expect or believe may occur in the future are forward-looking statements. These forward-looking statements may relate to such matters as Spectranetics’ industry, business strategy, goals and expectations concerning Spectranetics’ market position, future operations, future performance or results, margins, profitability, capital expenditures, liquidity and capital resources, interest rates and other financial and operating information and the outcome of contingencies such as legal and administrative proceedings.  The following are some of the factors that could cause actual future results to differ materially from those expressed in any forward-looking statements: (i) uncertainties as to the timing of the tender offer and the subsequent merger; (ii) the risk that the tender offer or the subsequent merger may not be completed in a timely manner or at all; (iii) uncertainties as to the percentage of Spectranetics’ stockholders tendering their shares in the tender offer; (iv) the possibility that competing offers or acquisition proposals for Spectranetics will be made; (v) the possibility that any or all of the various conditions to the consummation of the tender offer or the subsequent merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement dated June 27, 2017, among Spectranetics, Philips Holding USA Inc. and Healthtech Merger Sub, Inc. (the “Merger Agreement”), including in circumstances which would require Spectranetics to pay a termination fee or other expenses; (vii) risks regarding the failure to obtain the necessary financing to complete the transactions contemplated by the Merger Agreement; (viii) the effect of the announcement or pendency of the transactions contemplated by the Merger Agreement on Spectranetics’ ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results and business generally; (ix) risks related to diverting management’s attention from Spectranetics’ ongoing business operations; (x) the risk that stockholder litigation in connection with the transactions contemplated by the Merger Agreement may result in significant costs of defense, indemnification and liability and (xi) other factors as set forth from time to time in Spectranetics’ filings with the Securities and Exchange Commission, including its Form 10-K for the fiscal year ended December 31, 2016 and any subsequent Form 10-Qs.  Any forward-looking statement made by us in this communication speaks only as of the date hereof. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

EX-99.5

Exhibit 99.5

Teammate Letter

Dear Teammates,

I am excited to announce that Spectranetics will be merging with Philips, a leading health technology company. The transaction will unite two companies that have a shared view on the importance of culture and values. Together, we will be a stronger company that is better able to serve teammates, patients and customers. A copy of the press release that was issued tonight is attached.

This transaction is a testament to the strength of our company and the impressive product portfolio we have built together. Philips’ interest in Spectranetics is driven by our position in the industry and our continued growth in Lead Management and Vascular Intervention. Upon completion of the transaction, Spectranetics will become part of Philips’ market-leading image-guided therapy business.

Philips is headquartered in Amsterdam and has a rich history of innovation with operations in more than 100 countries. Philips has an overarching goal to positively impact 3 billion people on the planet by 2025, and envisions a future in which it will provide broad solutions for patients, including front end diagnostic capability as well as image-guidance enhanced therapy for major disease states. Our portfolio of highly differentiated products, our robust innovation pipeline, and our clinical data compendium represent a significant opportunity to help make Philips’ compelling vision a reality.

I am excited about the opportunities we will have as part of Philips. Given Philips’ global capabilities and commitment to innovation, the work we are doing for our customers and patients will be accelerated, and in many cases amplified beyond what we could accomplish as a standalone company.

I recognize that this news may raise questions. We and the Philips team have a very thoughtful plan to answer your questions. We will be holding town halls across the following locations where we will answer as many of your questions as possible:

— Colorado Springs: 8:30am MTN, today

— Fremont: 12:15pm PST, today

— Maple Grove: 9am CST, Thursday

Additionally, in Colorado Springs, Donna will be in the Café after the townhall, and Stacy will be available in her office in hybrid. As always, we have an open door policy.

In terms of next steps, we expect the transaction to close in the third quarter of 2017. Until that time, we will continue to operate as an independent company and it remains business as usual at Spectranetics. Please be assured that we are working to create a seamless transition for all teammates.

Thank you again for your continued dedication and commitment.  Although the ownership structure of our company will change, our priorities – including serving our teammates, customers, and patients – will remain the same.  Please continue to support our business as you do every day.  We will share progress in the weeks and months ahead.

Together,

Scott

Additional Information

The tender offer for the shares of outstanding common stock of Spectranetics has not yet commenced.  This communication is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell any securities of Spectranetics.  The solicitation and offer to buy common stock of Spectranetics will only be made pursuant to an Offer to Purchase and related materials.  At the time the tender offer is commenced, Philips will file a tender offer statement on Schedule TO with the United States Securities and Exchange Commission (the “SEC”) and Spectranetics will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer.  Investors are urged to read these materials when they become available, as well as any other relevant documents filed with the SEC when they become available, carefully and in their entirety because they will contain important information, including the terms and conditions of the tender offer.  Investors may obtain a free copy of the Solicitation/Recommendation Statement and other documents (when available) that Spectranetics files with the SEC at the SEC’s website at www.sec.gov, or free of charge from Spectranetics at www.spectranetics.com/investor-relations or by directing a request to Investor Relations, at 719-447-2292 or ir@spnc.com.

Forward-Looking Statements

This communication contains forward-looking statements in addition to historical information. We use words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “looking forward,” “may,” “plan,” “potential,” “project,” “should,” “target,” “will” and “would” or any variations of these words or other words with similar meanings to identify such forward-looking statements. All statements that address activities, events or developments that we intend, expect or believe may occur in the future are forward-looking statements. These forward-looking statements may relate to such matters as Spectranetics’ industry, business strategy, goals and expectations concerning Spectranetics’ market position, future operations, future performance or results, margins, profitability, capital expenditures, liquidity and capital resources, interest rates and other financial and operating information and the outcome of contingencies such as legal and administrative proceedings.  The following are some of the factors that could cause actual future results to differ materially from those expressed in any forward-looking statements: (i) uncertainties as to the timing of the tender offer and the subsequent merger; (ii) the risk that the tender offer or the subsequent merger may not be completed in a timely manner or at all; (iii) uncertainties as to the percentage of Spectranetics’ stockholders tendering their shares in the tender offer; (iv) the possibility that competing offers or acquisition proposals for Spectranetics will be made; (v) the possibility that any or all of the various conditions to the consummation of the tender offer or the subsequent merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement dated June 27, 2017, among Spectranetics, Philips Holding USA Inc. and Healthtech Merger Sub, Inc. (the “Merger Agreement”), including in circumstances which would require Spectranetics to pay a termination fee or other expenses; (vii) risks regarding the failure to obtain the necessary financing to complete the transactions contemplated by the Merger Agreement; (viii) the effect of the announcement or pendency of the transactions contemplated by the Merger Agreement on Spectranetics’ ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results and business generally; (ix) risks related to diverting management’s attention from Spectranetics’ ongoing business operations; (x) the risk that stockholder litigation in connection with the transactions contemplated by the Merger Agreement may result in significant costs of defense, indemnification and liability and (xi) other factors as set forth from time to time in Spectranetics’ filings with the Securities and Exchange Commission, including its Form 10-K for the fiscal year ended December 31, 2016 and any subsequent Form 10-Qs.  Any forward-looking statement made by us in this communication speaks only as of the date hereof. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

EX-99.6

Exhibit 99.6

Supplier Letter

June 28, 2017

Dear Valued Supplier,

I am pleased to share some exciting news. Spectranetics has reached an agreement to merge with Philips. Upon completion of the transaction, Spectranetics will be part of a dedicated, image-guided therapy (IGT) business group within Philips.

As you may know, Philips is a leading health technology company headquartered in Amsterdam, with a rich history of innovation and operations in more than 100 countries. Over the past few years, Philips has built a leading IGT business through strategic investments in R&D, partnerships, and technology licenses. Today, Philips offers integrated solutions comprising interventional imaging technologies and planning and navigation software combined with interventional devices and a broad range of services, all aimed at helping clinicians provide superior care at predictable costs.

Joining the Philips team represents a new chapter of growth for Spectranetics and we are excited about the opportunity to continue our partnership with our suppliers as we deliver even more options and services to our customers and the patients they serve.  As part of Philips, we intend to build upon our leadership in the IGT market and offer cutting edge tools and techniques to perform minimally invasive procedures effectively and efficiently. Given Philips’ global capabilities and commitment to innovation, the work we are doing for our customers and patients will be accelerated, and in many cases amplified beyond what we could accomplish as a standalone company.

We expect the transaction to close in the third quarter of 2017. Until then, we will continue to operate as an independent company and there will be no changes to our relationship with you.  Your day-to-day Spectranetics contacts will remain the same, and we expect a seamless transition once the transaction is completed.

We have attached a copy of the press release for your reference, and will keep you informed of important developments. As always, if you have any questions, please reach out to your Spectranetics contact.

We look forward to continuing to work with you as we take the next steps toward an exciting future.

Sincerely,

Scott Drake

President and CEO

Additional Information

The tender offer for the shares of outstanding common stock of Spectranetics has not yet commenced.  This communication is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell any securities of Spectranetics.  The solicitation and offer to buy common stock of Spectranetics will only be made pursuant to an Offer to Purchase and related materials.  At the time the tender offer is commenced, Philips will file a tender offer statement on Schedule TO with the United States Securities and Exchange Commission (the “SEC”) and Spectranetics will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer.  Investors are urged to read these materials when they become available, as well as any other relevant documents filed with the SEC when they become available, carefully and in their entirety because they will contain important information, including the terms and conditions of the tender offer.  Investors may obtain a free copy of the Solicitation/Recommendation Statement and other documents (when available) that Spectranetics files with the SEC at the SEC’s website at www.sec.gov, or free of charge from Spectranetics at www.spectranetics.com/investor-relations or by directing a request to Investor Relations, at 719-447-2292 or ir@spnc.com.

Forward-Looking Statements

This communication contains forward-looking statements in addition to historical information. We use words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “looking forward,” “may,” “plan,” “potential,” “project,” “should,” “target,” “will” and “would” or any variations of these words or other words with similar meanings to identify such forward-looking statements. All statements that address activities, events or developments that we intend, expect or believe may occur in the future are forward-looking statements. These forward-looking statements may relate to such matters as Spectranetics’ industry, business strategy, goals and expectations concerning Spectranetics’ market position, future operations, future performance or results, margins, profitability, capital expenditures, liquidity and capital resources, interest rates and other financial and operating information and the outcome of contingencies such as legal and administrative proceedings.  The following are some of the factors that could cause actual future results to differ materially from those expressed in any forward-looking statements: (i) uncertainties as to the timing of the tender offer and the subsequent merger; (ii) the risk that the tender offer or the subsequent merger may not be completed in a timely manner or at all; (iii) uncertainties as to the percentage of Spectranetics’ stockholders tendering their shares in the tender offer; (iv) the possibility that competing offers or acquisition proposals for Spectranetics will be made; (v) the possibility that any or all of the various conditions to the consummation of the tender offer or the subsequent merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement dated June 27, 2017, among Spectranetics, Philips Holding USA Inc. and Healthtech Merger Sub, Inc. (the “Merger Agreement”), including in circumstances which would require Spectranetics to pay a termination fee or other expenses; (vii) risks regarding the failure to obtain the necessary financing to complete the transactions contemplated by the Merger Agreement; (viii) the effect of the announcement or pendency of the transactions contemplated by the Merger Agreement on Spectranetics’ ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results and business generally; (ix) risks related to diverting management’s attention from Spectranetics’ ongoing business operations; (x) the risk that stockholder litigation in connection with the transactions contemplated by the Merger Agreement may result in significant costs of defense, indemnification and liability and (xi) other factors as set forth from time to time in Spectranetics’ filings with the Securities and Exchange Commission, including its Form 10-K for the fiscal year ended December 31, 2016 and any subsequent Form 10-Qs.  Any forward-looking statement made by us in this communication speaks only as of the date hereof. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

EX-99.7

Exhibit 99.7

Physician / Technician Letter

June 28, 2017

Dear Physician Partner,

I am pleased to share some exciting news. Spectranetics has reached an agreement to merge with Philips. Upon completion of the transaction, Spectranetics will be part of a dedicated, image-guided therapy (IGT) business group within Philips.

As you may know, Philips is a leading health technology company headquartered in Amsterdam with a rich history of innovation and operations in more than 100 countries.  Over the past few years, Philips has built a leading IGT business through strategic investments in R&D, partnerships, and technology licenses. Today, Philips offers integrated solutions comprising interventional imaging technologies and planning and navigation software combined with interventional devices and a broad range of services, all aimed at helping clinicians provide superior care at predictable costs.

Joining the Philips team represents a new chapter of growth for Spectranetics and we are excited about the opportunity to deliver even greater value to our clinicians and more options and better outcomes for your patients. As part of Philips, we expect to expand our leadership in the IGT market and offer cutting edge tools and techniques to perform minimally invasive procedures effectively and efficiently. Given Philips’ global capabilities and commitment to innovation, the work we are doing for our customers and patients will be accelerated, and in many cases amplified beyond what we could accomplish as a standalone company.

We expect the transaction to close in the third quarter of 2017. Until then, we will continue to operate as an independent company and there will be no changes to our relationship with you. Our clinicians and their patients are and will continue to be our top priority. Your day-to-day contacts will remain the same, and we expect a seamless transition once the transaction is completed.

We have attached a copy of the press release for your reference, and will keep you informed of important developments. As always, if you have any questions, please reach out to your normal contact.

We look forward to continuing to serve you and your patients for years to come.

Sincerely,

Scott Drake

President and CEO

Additional Information

The tender offer for the shares of outstanding common stock of Spectranetics has not yet commenced.  This communication is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell any securities of Spectranetics.  The solicitation and offer to buy common stock of Spectranetics will only be made pursuant to an Offer to Purchase and related materials.  At the time the tender offer is commenced, Philips will file a tender offer statement on Schedule TO with the United States Securities and Exchange Commission (the “SEC”) and Spectranetics will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer.  Investors are urged to read these materials when they become available, as well as any other relevant documents filed with the SEC when they become available, carefully and in their entirety because they will contain important information, including the terms and conditions of the tender offer.  Investors may obtain a free copy of the Solicitation/Recommendation Statement and other documents (when available) that Spectranetics files with the SEC at the SEC’s website at www.sec.gov, or free of charge from Spectranetics at www.spectranetics.com/investor-relations or by directing a request to Investor Relations, at 719-447-2292 or ir@spnc.com.

Forward-Looking Statements

This communication contains forward-looking statements in addition to historical information. We use words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “looking forward,” “may,” “plan,” “potential,” “project,” “should,” “target,” “will” and “would” or any variations of these words or other words with similar meanings to identify such forward-looking statements. All statements that address activities, events or developments that we intend, expect or believe may occur in the future are forward-looking statements. These forward-looking statements may relate to such matters as Spectranetics’ industry, business strategy, goals and expectations concerning Spectranetics’ market position, future operations, future performance or results, margins, profitability, capital expenditures, liquidity and capital resources, interest rates and other financial and operating information and the outcome of contingencies such as legal and administrative proceedings.  The following are some of the factors that could cause actual future results to differ materially from those expressed in any forward-looking statements: (i) uncertainties as to the timing of the tender offer and the subsequent merger; (ii) the risk that the tender offer or the subsequent merger may not be completed in a timely manner or at all; (iii) uncertainties as to the percentage of Spectranetics’ stockholders tendering their shares in the tender offer; (iv) the possibility that competing offers or acquisition proposals for Spectranetics will be made; (v) the possibility that any or all of the various conditions to the consummation of the tender offer or the subsequent merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement dated June 27, 2017, among Spectranetics, Philips Holding USA Inc. and Healthtech Merger Sub, Inc. (the “Merger Agreement”), including in circumstances which would require Spectranetics to pay a termination fee or other expenses; (vii) risks regarding the failure to obtain the necessary financing to complete the transactions contemplated by the Merger Agreement; (viii) the effect of the announcement or pendency of the transactions contemplated by the Merger Agreement on Spectranetics’ ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results and business generally; (ix) risks related to diverting management’s attention from Spectranetics’ ongoing business operations; (x) the risk that stockholder litigation in connection with the transactions contemplated by the Merger Agreement may result in significant costs of defense, indemnification and liability and (xi) other factors as set forth from time to time in Spectranetics’ filings with the Securities and Exchange Commission, including its Form 10-K for the fiscal year ended December 31, 2016 and any subsequent Form 10-Qs.  Any forward-looking statement made by us in this communication speaks only as of the date hereof. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

 

EX-99.8

Exhibit 99.8

Distributor / Business Partner Letter

June 28, 2017

Dear Valued Business Partner,

I am pleased to share some exciting news. Spectranetics has reached an agreement to merge with Philips. Upon completion of the transaction, Spectranetics will be part of a dedicated, image-guided therapy (IGT) business group within Philips.

As you may know, Philips is a leading health technology company headquartered in Amsterdam with a rich history of innovation and operations in more than 100 countries.  Over the past few years, Philips has built a leading IGT business through strategic investments in R&D, partnerships, and technology licenses. Today, Philips offers integrated solutions comprising interventional imaging technologies and planning and navigation software combined with interventional devices and a broad range of services, all aimed at helping clinicians provide superior care at predictable costs.

Joining the Philips team represents a new chapter of growth for Spectranetics and we are excited about the opportunity to continue our partnership with you as we deliver even more options and services to our customers and the patients they serve.  As part of Philips, we intend to build upon our leadership in the IGT market and offer cutting edge tools and techniques to perform minimally invasive procedures effectively and efficiently. Given Philips’ global capabilities and commitment to innovation, the work we are doing for our customers and patients will be accelerated, and in many cases amplified beyond what we could accomplish as a standalone company.

We expect the transaction to close in the third quarter of 2017. Until then, we will continue to operate as an independent company and there will be no changes to our relationship with you.  Your day-to-day Spectranetics contacts will remain the same, and we expect a seamless transition once the transaction is completed.

We have attached a copy of the press release for your reference, and will keep you informed of important developments. As always, if you have any questions, please reach out to your Spectranetics contact.

We look forward to continuing to work with you as we take the next steps toward an exciting future.

Sincerely,

Scott Drake

President and CEO

Additional Information

The tender offer for the shares of outstanding common stock of Spectranetics has not yet commenced.  This communication is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell any securities of Spectranetics.  The solicitation and offer to buy common stock of Spectranetics will only be made pursuant to an Offer to Purchase and related materials.  At the time the tender offer is commenced, Philips will file a tender offer statement on Schedule TO with the United States Securities and Exchange Commission (the “SEC”) and Spectranetics will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer.  Investors are urged to read these materials when they become available, as well as any other relevant documents filed with the SEC when they become available, carefully and in their entirety because they will contain important information, including the terms and conditions of the tender offer.  Investors may obtain a free copy of the Solicitation/Recommendation Statement and other documents (when available) that Spectranetics files with the SEC at the SEC’s website at www.sec.gov, or free of charge from Spectranetics at www.spectranetics.com/investor-relations or by directing a request to Investor Relations, at 719-447-2292 or ir@spnc.com.

Forward-Looking Statements

This communication contains forward-looking statements in addition to historical information. We use words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “looking forward,” “may,” “plan,” “potential,” “project,” “should,” “target,” “will” and “would” or any variations of these words or other words with similar meanings to identify such forward-looking statements. All statements that address activities, events or developments that we intend, expect or believe may occur in the future are forward-looking statements. These forward-looking statements may relate to such matters as Spectranetics’ industry, business strategy, goals and expectations concerning Spectranetics’ market position, future operations, future performance or results, margins, profitability, capital expenditures, liquidity and capital resources, interest rates and other financial and operating information and the outcome of contingencies such as legal and administrative proceedings.  The following are some of the factors that could cause actual future results to differ materially from those expressed in any forward-looking statements: (i) uncertainties as to the timing of the tender offer and the subsequent merger; (ii) the risk that the tender offer or the subsequent merger may not be completed in a timely manner or at all; (iii) uncertainties as to the percentage of Spectranetics’ stockholders tendering their shares in the tender offer; (iv) the possibility that competing offers or acquisition proposals for Spectranetics will be made; (v) the possibility that any or all of the various conditions to the consummation of the tender offer or the subsequent merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement dated June 27, 2017, among Spectranetics, Philips Holding USA Inc. and Healthtech Merger Sub, Inc. (the “Merger Agreement”), including in circumstances which would require Spectranetics to pay a termination fee or other expenses; (vii) risks regarding the failure to obtain the necessary financing to complete the transactions contemplated by the Merger Agreement; (viii) the effect of the announcement or pendency of the transactions contemplated by the Merger Agreement on Spectranetics’ ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results and business generally; (ix) risks related to diverting management’s attention from Spectranetics’ ongoing business operations; (x) the risk that stockholder litigation in connection with the transactions contemplated by the Merger Agreement may result in significant costs of defense, indemnification and liability and (xi) other factors as set forth from time to time in Spectranetics’ filings with the Securities and Exchange Commission, including its Form 10-K for the fiscal year ended December 31, 2016 and any subsequent Form 10-Qs.  Any forward-looking statement made by us in this communication speaks only as of the date hereof. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

 

EX-99.9

Exhibit 99.9

Customer Letter

June 28, 2017

Dear Valued Customer,

I am pleased to share some exciting news. Spectranetics has reached an agreement to merge with Philips. Upon completion of the transaction, Spectranetics will be part of a dedicated, image-guided therapy (IGT) business group within Philips.

As you may know, Philips is a leading health technology company headquartered in Amsterdam with a rich history of innovation and operations in more than 100 countries.  Over the past few years, Philips has built a leading IGT business through strategic investments in R&D, partnerships and technology licenses. Today, Philips offers integrated solutions comprising interventional imaging technologies and planning and navigation software combined with interventional devices and a broad range of services, all aimed at helping clinicians provide superior care at predictable costs.

Joining the Philips team represents a new chapter of growth for Spectranetics and we are excited about the opportunity to deliver even more options and services to our customers. As part of Philips, we intend to build upon our leadership in the IGT market and offer cutting edge tools and techniques to perform minimally invasive procedures effectively and efficiently. Given Philips’ global capabilities and commitment to innovation, the work we are doing for our customers and patients will be accelerated, and in many cases amplified beyond what we could accomplish as a standalone company.

We expect the transaction to close in the third quarter of 2017. Until then, we will continue to operate as an independent company and there will be no changes to our relationship with you. Our top priority is to continue providing the same innovative products and high level of service that you have come to expect from us. Your day-to-day Spectranetics contacts will remain the same, and we expect a seamless transition once the transaction is completed.

We have attached a copy of the press release for your reference, and will keep you informed of important developments. As always, if you have any questions, please reach out to your Spectranetics contact.

We are excited about the benefits of this combination for our customers, your patients, and our teammates.

Sincerely,

Scott Drake

President and CEO

Additional Information

The tender offer for the shares of outstanding common stock of Spectranetics has not yet commenced.  This communication is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell any securities of Spectranetics.  The solicitation and offer to buy common stock of Spectranetics will only be made pursuant to an Offer to Purchase and related materials.  At the time the tender offer is commenced, Philips will file a tender offer statement on Schedule TO with the United States Securities and Exchange Commission (the “SEC”) and Spectranetics will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer.  Investors are urged to read these materials when they become available, as well as any other relevant documents filed with the SEC when they become available, carefully and in their entirety because they will contain important information, including the terms and conditions of the tender offer.  Investors may obtain a free copy of the Solicitation/Recommendation Statement and other documents (when available) that Spectranetics files with the SEC at the SEC’s website at www.sec.gov, or free of charge from Spectranetics at www.spectranetics.com/investor-relations or by directing a request to Investor Relations, at 719-447-2292 or ir@spnc.com.

Forward-Looking Statements

This communication contains forward-looking statements in addition to historical information. We use words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “looking forward,” “may,” “plan,” “potential,” “project,” “should,” “target,” “will” and “would” or any variations of these words or other words with similar meanings to identify such forward-looking statements. All statements that address activities, events or developments that we intend, expect or believe may occur in the future are forward-looking statements. These forward-looking statements may relate to such matters as Spectranetics’ industry, business strategy, goals and expectations concerning Spectranetics’ market position, future operations, future performance or results, margins, profitability, capital expenditures, liquidity and capital resources, interest rates and other financial and operating information and the outcome of contingencies such as legal and administrative proceedings.  The following are some of the factors that could cause actual future results to differ materially from those expressed in any forward-looking statements: (i) uncertainties as to the timing of the tender offer and the subsequent merger; (ii) the risk that the tender offer or the subsequent merger may not be completed in a timely manner or at all; (iii) uncertainties as to the percentage of Spectranetics’ stockholders tendering their shares in the tender offer; (iv) the possibility that competing offers or acquisition proposals for Spectranetics will be made; (v) the possibility that any or all of the various conditions to the consummation of the tender offer or the subsequent merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement dated June 27, 2017, among Spectranetics, Philips Holding USA Inc. and Healthtech Merger Sub, Inc. (the “Merger Agreement”), including in circumstances which would require Spectranetics to pay a termination fee or other expenses; (vii) risks regarding the failure to obtain the necessary financing to complete the transactions contemplated by the Merger Agreement; (viii) the effect of the announcement or pendency of the transactions contemplated by the Merger Agreement on Spectranetics’ ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results and business generally; (ix) risks related to diverting management’s attention from Spectranetics’ ongoing business operations; (x) the risk that stockholder litigation in connection with the transactions contemplated by the Merger Agreement may result in significant costs of defense, indemnification and liability and (xi) other factors as set forth from time to time in Spectranetics’ filings with the Securities and Exchange Commission, including its Form 10-K for the fiscal year ended December 31, 2016 and any subsequent Form 10-Qs.  Any forward-looking statement made by us in this communication speaks only as of the date hereof. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

EX-99.10

Exhibit 99.10

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	Chris Barys
BG Leader, Image Guided Therapy	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.