EXHIBIT 99
(1) Pursuant to a Note Purchase Agreement, dated as of December 4, 2003, 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 $11,700,000 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) $2.73
(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 4,285,714 shares of common stock (determined by
dividing $11,700,000 by $2.73). 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. The reporting person, a
director of the Company, is a managing director and member of WP LLC and a
general partner of WP. By reason of the provisions of Rule 16a-1 of the
Securities Exchange Act of 1934, as amended, the reporting person may be
deemed to be the beneficial owner of the shares of the Company's common
stock owned by Micro Investment, LLC, a Delaware limited liability company,
which is indirectly controlled by WPEP, although she disclaims beneficial
ownership of those shares, except to the extent of any indirect pecuniary
interest therein.
