16818 VIA CAMPO COURT TELEPHONE
[LOGO]SAN DIEGO, CALIFORNIA 92127-1799 619-485-5599
November 29, 1995
To our Shareholders:
I am pleased to inform you that, on November 22, 1995, PSICOR, Inc. entered
into an Agreement and Plan of Merger (the "Merger Agreement") with Baxter CVG
Services II, Inc. ("Purchaser"), a wholly owned subsidiary of Xxxxxx Healthcare
Corporation, which is a wholly owned subsidiary of Xxxxxx International Inc.,
pursuant to which Purchaser has commenced a cash tender offer (the "Offer") to
purchase all of the outstanding shares of PSICOR Common Stock (the "Shares") for
$17.50 per share. Under the Merger Agreement, the Offer will be followed by a
merger (the "Merger") in which any remaining Shares of PSICOR Common Stock will
be converted into the right to receive $17.50 per share in cash, without
interest.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE OFFER AND THE
MERGER ARE FAIR TO, AND IN THE BEST INTEREST OF, THE SHAREHOLDERS OF THE
COMPANY, HAS APPROVED THE OFFER AND THE MERGER, AND UNANIMOUSLY RECOMMENDS THAT
PSICOR SHAREHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE
OFFER. Having reviewed the best course for our Company, we believe that this
transaction represents superior value to our shareholders and, given Xxxxxx'x
vast expertise in the healthcare industry, that our employees and client
hospitals will be well served.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors described in the attached Schedule 14D-9
that is being filed today with the Securities and Exchange Commission,
including, among other things, the opinion of Xxxx Xxxxxxxx Incorporated,
PSICOR's financial advisors, that the consideration to be received by holders of
PSICOR Common Stock in the Offer and the Merger is fair to such holders from a
financial point of view.
In addition to the attached Schedule 14D-9 relating to the Offer, also
enclosed is the Offer to Purchase, dated November 29, 1995, of Purchaser,
together with related materials, including a Letter of Transmittal to be used
for tendering your Shares. These documents set forth the terms and conditions of
the Offer and the Merger and provide instructions as to how to tender your
Shares. I urge you to read the enclosed material carefully.
Sincerely,
/s/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
Chairman of the Board
and Chief Executive Officer
PSICOR, INC.
