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Bayer HealthCare Affiliate MEDRAD and Possis Medical Sign Definitive Merger Agreement


Leverkusen, Germany, / Minneapolis, MN, USA. – Bayer HealthCare affiliate MEDRAD, Inc., Warrendale, PA and Possis Medical, Inc., Minneapolis, MN, (Nasdaq: POSS), announced today that they have entered into a definitive merger agreement pursuant to which MEDRAD will acquire Possis Medical in a cash tender offer for US-Dollar 19.50 per share, or a total equity value of approximately US-Dollar 361 million. The offer price represents a premium of approximately 39 percent over Possis Medical’s average closing price for the thirty days prior to February 8, 2008. The board of directors of Possis Medical has unanimously approved the transaction and resolved to recommend the offer to their shareholders.

The transaction is structured as a tender offer, which the parties have agreed to commence within the next ten business days followed by a merger. Both the tender offer and the merger are subject to terms and conditions detailed in the merger agreement, including the tender of not less than two-thirds of the outstanding shares of Possis Medical on a fully-diluted basis and customary regulatory clearances. The tender offer is not subject to a financing contingency. The tender is to be followed by a second-step merger in which any untendered Possis Medical shares would be converted into the right to receive the same price per share as shareholders who tendered in the cash tender offer. The tender offer is expected to close in the first quarter of 2008.

MEDRAD is a leading provider of contrast injection systems used to diagnose cardiovascular and other diseases. Possis Medical is a leading provider of mechanical thrombectomy devices used to treat narrowed or blocked arteries and veins. The proposed combination of MEDRAD and Possis Medical will join two leaders in their respective fields, and underscores MEDRAD’s commitment to the treatment of patients in the growing cardiovascular intervention field.

Cardiovascular disease remains one of the main causes of death and disability in the United States and Europe and it is estimated that in the United States alone, more than 80 million people are affected by some form of cardiovascular disease.

The combination of the two highly compatible sales organizations and shared target customer groups establishes a leading and expansive footprint in the cardiovascular intervention field and empowers the combined organization to offer a broader, more comprehensive suite of products and an exceptional level of service to its customers. MEDRAD’s broad and proven international distribution infrastructure offers an exciting platform for the expansion of Possis Medical’s product portfolio into attractive and largely underpenetrated international markets. The combination of Possis Medical’s thrombectomy platform and MEDRAD’s vascular injection systems offers a highly complimentary focus on high pressure intravascular fluid management and represents a broadened base for future development of new and innovative applications.

“This merger will capitalize on both companies’ strengths to deliver growth in our current markets, and create a formidable cardiovascular portfolio in the future,” said John P. Friel, MEDRAD President and CEO. “We welcome Possis Medical as the cornerstone of MEDRAD’s cardiovascular strategy. It is a truly compatible partnership in terms of product performance, company growth and employee culture.”

“Our shared history of innovation bodes well for product development beyond our core businesses, and provides tremendous opportunity for growth for our business and employees. In addition, MEDRAD will enable us to broaden our geographic reach without adding infrastructure. We look forward to joining the Bayer and MEDRAD organization,” said Possis Medical President and CEO Robert G. Dutcher.


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