EXHIBIT 99.1
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CONTINUATION SHEET
Explanation of Responses
(1) Pursuant to a Note Purchase Agreement, dated as of June 25, 2004, by and
among Micro Therapeutics, Inc. (the "Company"), Warburg, Xxxxxx Equity
Partners, L.P., a Delaware limited partnership (together with three
affiliated entities, "WPEP"), and the other investors named therein (the
"Note Purchase Agreement"), WPEP agreed to purchase an aggregate principal
amount of $10,000,000 of exchangeable promissory notes from the Company
(the "Exchangeable Notes"). The Exchangeable Notes accrue interest at 7%
per annum, which interest compounds quarterly. Pursuant to the Note
Purchase Agreement, the Company has agreed to call a special meeting of its
stockholders to approve, among other things, an exchange of the
Exchangeable Notes for shares of its common stock. If stockholder approval
is obtained at the special meeting, the Exchangeable Notes will be
exchanged for such number of shares of common stock determined by dividing
(i) the aggregate principal balance on such Exchangeable Notes plus accrued
and unpaid interest thereon at the time of the exchange by (ii) $3.10
(subject to appropriate adjustment in the event of any stock dividend,
stock split, stock distribution or combination or other corporate actions
having the similar effect with respect to the common stock). For the
purpose of this Form 4, it has been assumed that the Exchangeable Notes
will be exchanged into 3,225,806 shares of common stock (determined by
dividing $10,000,000 by $3.10), of which WPEP would hold 3,048,387 shares
of common stock directly and three entities affiliated with WPEP would
collectively hold the remaining 177,419 shares of common stock. This
assumption, however, does not give effect to interest accruing on the
Exchangeable Notes which will also be exchanged for shares of common stock
determined in the manner summarized above.
(2) The sole general partner of WPEP is Warburg Pincus & Co., a New York
general partnership ("WP"). Warburg Pincus LLC, a New York limited
liability company ("WP LLC"), manages WPEP. By reason of the provisions of
Rule 16a-1 of the Securities Exchange Act of 1934, as amended, WPEP, WP and
WP LLC may be deemed to be the beneficial owner of an indeterminate portion
of the 24,336,759 shares of the Company's common stock owned by Micro
Investment, LLC, a Delaware limited liability company, which is indirectly
controlled by WPEP. WP, WP LLC and WPEP each disclaim beneficial ownership
of all shares of Common Stock owned by Micro LLC, in each case, except to
the extent of any indirect pecuniary interest therein.
Designated Filer: Warburg, Xxxxxx Equity Partners, L.P.
Issuer & Ticker Symbol: Micro Therapeutics, Inc. (MTIX)
Date of Event Requiring Statement: June 25, 2004
1. Name: Xxxxxxx, Xxxxxx Equity Partners, L.P.
Address: 000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
2. Name: Warburg Pincus & Co.
Address: 000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
3. Name: Warburg Pincus LLC
Address: 000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
WARBURG PINCUS & CO.
By: /s/ Xxxx X. Xxxxxx June 25, 2004
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Name: Xxxx X. Xxxxxx Date
Title: Partner
WARBURG PINCUS LLC
By: /s/ Xxxx X. Xxxxxx June 25, 2004
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Name: Xxxx X. Xxxxxx Date
Title: Member
