Medtronic and Avecor Come to Terms

Avecor Cardiovascular Inc. and Medtronic Inc. announced an amendment to their merger agreement that increases the amount of Medtronic stock Avecor holders will receive in exchange for their shares. The amended agreement calls for $13 in Medtronic stock to be issued for each share of Avecor, up from $11.125 in the original agreement signed in July and approved by Avecor shareholders on October 28.

The amended agreement also calls for Medtronic to pay Avecor up to $10 million if the merger is not completed by March 15, 1999, by reason of the failure to obtain FTC clearance by that date.

Avecor's board has agreed that it will not explore alternative acquisition proposals, and Medtronic has agreed to drop its suit that sought to prevent Avecor from exploring an unsolicited offer it received last month. As provided by the amended agreement with Medtronic, Avecor has ceased discussions with the other party.

"We are pleased to have reached this agreement, which increases the value of the transaction to our shareholders and eliminates the delays and uncertainties that would have accompanied continued litigation," said Anthony Badolato, Avecor chairman and chief executive officer. "While we continue to be involved in ongoing negotiations with the Federal Trade Commission concerning the FTC request for additional information under the Hart-Scott-Rodino Act, we remain optimistic that the FTC's concerns can be successfully resolved."