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Exhibit 99.1
AMENDMENT TO RIGHTS AGREEMENT BETWEEN
ENDOVASCULAR TECHNOLOGIES, INC, AND CHASEMELLON SHAREHOLDER
SERVICES
THIS AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") is made as of the 5th
day of October, 1997 by and between EndoVascular Technologies, Inc., a
Delaware corporation (the "Corporation"), and ChaseMellon Shareholder Services,
as rights agent (the "Rights Agent").
WHEREAS, the Corporation is entering into an Agreement and Plan of Merger
(as the same may be amended from time to time, the "Merger Agreement") among
Guidant Corporation ("Guidant"), Ski Acquisition Corporation and the
Corporation, providing for transactions (collectively, the "Merger") pursuant to
which, among other things, the Corporation will become a wholly-owned
subsidiary of Guidant and the former stockholders of the Corporation will
receive shares of Guidant Common Stock.
WHEREAS, in connection with the Merger Agreement, certain officers,
directors and stockholders of the Corporation are entering into Support
Agreements (the "Support Agreements") with Guidant and are delivering Affiliate
Letters to Guidant (the "Affiliate Letters").
WHEREAS, the Corporation and the Rights Agent are parties to a Rights
Agreement dated as of February 5, 1997 (the "Rights Agreement").
WHEREAS, the parties desire to amend the Rights Agreement in connection
with the execution and delivery of the Merger Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements herein set forth, the parties hereby agree as follows:
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1. The definition of "Acquiring Person" set forth in Section 1 of
the Rights Agreement is hereby amended by adding the following sentence to the
end of that definition:
Notwithstanding the foregoing, no person shall be an Acquiring
Person solely by reason of the execution and delivery of the Agreement
and Plan of Merger (as the same may be amended from time to time, the
"Merger Agreement") among Guidant Corporation ("Guidant"), Ski
Acquisition Corporation and the Corporation, the Support Agreements
between Guidant and certain officers, directors and stockholders of the
Corporation or the receipt of Affiliate Letters by certain officers,
directors and stockholders of the Corporation.
2. The definition of "Final Expiration Date" set forth in Section
1 of the Rights Agreement shall be amended to read in its entirety as follows:
"Final Expiration" shall mean the earlier of (1) the Effective
Time, as that term is defined in the Merger Agreement, or (2) March 3,
2007.
3. The definition of "Shares Acquisition Date" included in Section
1 of the Rights Agreement shall be amended by adding the following sentence to
the end of such definition:
Notwithstanding anything else set forth in this Agreement, a
Shares Acquisition Date shall not be deemed to have occurred solely by
reason of the public announcement or public disclosure of the Merger
Agreement and the transactions contemplated thereby.
4. Section 3(a) of the Rights Agreement shall be amended by adding
the following sentence to the end thereof:
Notwithstanding anything else set forth in this Agreement, no
distribution date shall be deemed to have occurred solely by reason of
the execution and delivery of the Merger Agreement and the transactions
contemplated thereby.
5. The Rights Agreement, as amended by this Amendment, shall
remain in full force and effect in accordance with its terms.
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6. This Amendment may be executed in one or more counterparts and each of
such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties herein have caused this Amendment to be
duly executed and attested, all as of the date and years first above written.
Attest: ENDOVASCULAR TECHNOLOGIES, INC.
By: /s/ XXXXX X. XXXXXX By: /s/ W. XXXXX XXXXXXXXXXX
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Attest: CHASEMELLON SHAREHOLDER SERVICES
By: /s/ XXXXX X. XXXXXXX By: /s/ XXXXXX X. XXXXXXXX
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Xxxxx Xxxxxxx Xxxxxx X. Xxxxxxxx
Assistant Vice President Assistant Vice President
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