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Merger to Be Completed Shortly
Leverkusen, Germany / Pittsburgh, PA, USA, April 2, 2008 - Bayer HealthCare
affiliate MEDRAD, Inc. announced today the completion of its tender offer for
the outstanding shares of common stock of Possis Medical, Inc. (Nasdaq: POSS).
The depositary for the offer has advised MEDRAD that, as of the expiration of
the subsequent offer period at 5:00 p.m., New York City time, on Tuesday, April
1, 2008, a total of 15,835,892 Possis Medical shares had been validly tendered
in the offer which represents approximately 93.0 percent of the outstanding
shares. MEDRAD, through its wholly owned subsidiary Phoenix Acquisition Corp.
has accepted for purchase all shares that were validly tendered in the offer.
MEDRAD expects to effect a merger of its subsidiary with and into Possis
Medical without a vote or meeting of Possis Medical's shareholders as soon as
practicable. In the merger, each outstanding Possis Medical share not tendered
and purchased in the offer (other than those as to which holders properly
exercise appraisal rights) will automatically be canceled and converted
pursuant to Minnesota law into the right to receive the same US-Dollar 19.50
per share, net to the seller in cash, without interest thereon and subject to
reduction for any applicable withholding taxes, that was paid in the tender
offer. As a result of the merger, Possis Medical will become a wholly-owned
subsidiary of MEDRAD. Following the merger, Possis Medical's common stock will
cease to be traded on the NASDAQ.
About MEDRAD
MEDRAD, Inc. is a worldwide leading provider of medical devices and services
that enable and enhance imaging procedures of the human body. Used in
diagnostic imaging, MEDRAD's product offerings include a comprehensive line of
vascular injection systems, magnetic resonance (MR) surface coils and patient
care products, and equipment services. Total 2007 revenues were US-Dollar 525
million. MEDRAD is a 2003 recipient of the Malcolm Baldrige National Quality
Award, the top honor a U.S. company can receive for quality and business
excellence. The company's world headquarters is near Pittsburgh, Pennsylvania,
in the United States. MEDRAD is an affiliate of Bayer AG and employs over
1,700. More company information is available at www.MEDRAD.com.
About Possis Medical
Possis Medical develops, manufactures and markets pioneering medical devices
for the large and growing cardiovascular and vascular treatment markets. The
Company's AngioJet System is the world's leading mechanical thrombectomy system
with FDA approval to remove large and small thrombus from coronary arteries,
coronary bypass grafts, peripheral arteries and veins, A-V grafts and native
fistulas.
About Bayer HealthCare
Bayer AG is a global enterprise with core competencies in the fields of health
care, nutrition and high-tech materials. Its subgroup Bayer HealthCare is one
of the world's leading, innovative companies in the healthcare and medical
products industry and is based in Leverkusen, Germany. The company combines the
global activities of the Animal Health, Consumer Care, Diabetes Care, and
Pharmaceuticals divisions. The Pharmaceuticals division comprises the following
business units: Women's Healthcare, Diagnostic Imaging, Specialized
Therapeutics, Hematology/Cardiology, Primary Care, and Oncology. The company's
aim is to discover and manufacture products that will improve human and animal
health worldwide. The products enhance well being and quality of life by
diagnosing, preventing and treating diseases.
