UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant |X|
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
|X| Soliciting Material Under Rule 14a-12
THERASENSE, INC.
(Name of Registrant as Specified in its Charter)
ABBOTT LABORATORIES
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check appropriate box):
|X| No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
______________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
______________________________________________________________________________
(3) Per unit price of other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
______________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
______________________________________________________________________________
(5) Total fee paid:
______________________________________________________________________________
[ ] Fee paid previously with preliminary materials:
______________________________________________________________________________
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
______________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
______________________________________________________________________________
(3) Filing Party:
______________________________________________________________________________
(4) Date Filed:
______________________________________________________________________________
The following is the text of a joint press release issued by Abbott
Laboratories and TheraSense, Inc. on January 13, 2004:
For Immediate Release
Abbott
Media
Rhonda Luniak
(847) 938-8408
Don Braakman
(847) 937-1237
Financial Community
Christy Wistar
(847) 938-4475
John Thomas
(847) 938-2655
TheraSense
Maureen Tiongco
510-749-5400
ABBOTT LABORATORIES TO ACQUIRE THERASENSE
-----------------------------------------
- Acquisition Strengthens Abbott's Presence in the Large and Growing
Blood Glucose Monitoring Market with Advanced Technology -
ABBOTT PARK, Ill., and ALAMEDA, Calif., Jan. 13, 2004 - Abbott
Laboratories (NYSE: ABT) and TheraSense, Inc. (Nasdaq: THER) today announced
that the companies have entered into an agreement for Abbott to acquire all of
the capital stock of TheraSense for $27 per share in cash. TheraSense, based
in Alameda, Calif., develops, manufactures and markets FreeStyle(R)blood
glucose self-monitoring systems, and is a leader in developing systems that
feature a very small sample size, rapid test results and less painful testing.
"Together with TheraSense, Abbott can build on its success in the
blood glucose monitoring business. We will continue to promote both the
MediSense and TheraSense products and brands. This transaction will allow us
to better serve the needs of people with diabetes through advanced technology,
a promising pipeline, a broader product line, and critical mass in research,
development, sales and marketing," said Ed Fiorentino, president, MediSense
Products, Abbott Laboratories. "In addition, we will provide TheraSense
products with a greater international presence and infrastructure through the
global reach of our existing MediSense business."
Under the terms of the agreement, Abbott will acquire all of the
outstanding stock of TheraSense for $1.2 billion, net of cash currently held
by TheraSense. Excluding one-time charges, the acquisition will result in an
approximately one-cent reduction in earnings per share in 2004, and is
expected to be accretive thereafter. The transaction is expected to result in
one-time charges in the second quarter, primarily for in-process research and
development, and throughout 2004 for integration expenses. The transaction is
subject to: approval by holders of a majority of TheraSense common stock at a
special meeting of stockholders; regulatory approvals; and customary closing
conditions. Closing is expected during the second quarter of 2004.
"Abbott is the ideal fit for TheraSense. They share our mission of
improving the lives of people with diabetes," said W. Mark Lortz, chairman,
president and chief executive officer, TheraSense. "The combination will
create significant opportunities in research and development as we progress
toward helping people with diabetes through advancements in continuous blood
glucose monitoring and future integrated systems."
Abbott entered the blood glucose monitoring field with the
acquisition of MediSense in 1996. MediSense was the first company to
commercialize biosensor technology and grew rapidly with its product,
Precision QID(R). Today, MediSense continues to offer additional innovative
products such as Precision Xtra(TM), the first blood glucose monitor to offer
ketone testing, and Precision PCx(TM), a hand-held, point-of-care blood
glucose monitoring system used in the hospital setting. Each day, Abbott
MediSense Products help more than 2.5 million people manage diabetes around
the world.
TheraSense's entry into the field of diabetes testing began in
mid-2000 with the launch of its FreeStyle(R) blood glucose monitoring system.
The company's FreeStyle(R) system has a very small sample size requirement
(0.3 microliter), which is 50-90 percent less than most conventional testing
systems. This permits finger testing or less painful alternate site testing on
the forearm, upper arm, thigh, calf and base of the hand. In October 2003,
TheraSense launched its FreeStyle Flash(TM) blood glucose monitoring system.
FreeStyle Flash(TM) combines the world's smallest glucose meter with a very
small sample size, a fast test time of about seven seconds, a backlit panel
display, a lighted test strip port for easy testing at night or in other low
light conditions, and four customizable daily alarms.
TheraSense recently submitted a Premarket Approval application (PMA)
with the U.S. Food and Drug Administration (FDA) for its FreeStyle
Navigator(TM) Continuous Blood Glucose Monitor. FreeStyle Navigator(TM) is
designed to provide real time glucose data, hypo- and hyperglycemic alarms and
trend analysis. FreeStyle Navigator(TM) utilizes TheraSense's patented Wired
Enzyme(TM) technology and is designed to measure glucose levels in the
patient's interstitial fluid every 60 seconds and transmit the results to a
wireless pager-sized receiver that may be worn on a belt or carried in a
pocket or purse.
The CozMore(TM) Insulin Technology System is being developed by
TheraSense in conjunction with Deltec, Inc., a leading provider of infusion
systems. This product is scheduled to be launched in the second quarter of
2004 by Deltec. This system helps people with diabetes take charge of their
daily diabetes management by combining the TheraSense blood glucose testing
system and insulin delivery options in a small system that is designed to be
easy to use.
The World Health Organization estimates that there are 185 million
people with diabetes worldwide with only 40 percent diagnosed and treated.
This number is expected to grow to 500 million by 2025 due to aging
populations, sedentary lifestyles and increasing obesity. The blood glucose
monitoring market is expected to have reached more than $5 billion in sales in
2003, and is projected to grow approximately 10 percent compounded annually.
About TheraSense
TheraSense develops, manufactures and sells easy to use glucose
monitoring systems designed to reduce the pain of testing for people with
diabetes. The company began selling its first product, the FreeStyle(R) blood
glucose monitoring system, in June 2000. The FreeStyle system has wide
distribution in the United States through national retailers including
Walgreens, Wal-Mart, CVS, Eckerd and Rite Aid. The TheraSense headquarters and
test strip manufacturing facility are located in Alameda, Calif. Additional
information about TheraSense is available at www.therasense.com.
About MediSense Products
Abbott Laboratories, MediSense Products, located in Bedford, Mass.,
is a leader in the development of products designed to help patients and
caregivers better manage diabetes. The company designs, develops and
manufactures several glucose monitoring systems and test strips for use in
both home and hospital settings. Among its leading brands are Precision
Xtra(TM)/Optium(TM), Precision PCx(TM) and Precision QID(R). Abbott
Laboratories, MediSense Products also produces Precision Link(R), a personal
diabetes data management system, and distributes Precision Sure-Dose(TM)
Insulin Syringes. Additional information about MediSense Products is available
at www.medisense.com.
About Abbott Laboratories
Abbott Laboratories is a global, diversified health care company
devoted to the discovery, development, manufacture and marketing of
pharmaceuticals, nutritionals, and medical products, including devices and
diagnostics. The company employs more than 70,000 people and markets its
products in more than 130 countries. In 2002, the company's sales were $17.7
billion.
Abbott's news releases and other information are available on the
company's Web site at www.abbott.com.
Private Securities Litigation Reform Act of 1995 -
A Caution Concerning Forward-Looking Statements
Some statements in this news release may be forward-looking statements for
purposes of the Private Securities Litigation Reform Act of 1995. Abbott and
TheraSense caution that these forward-looking statements are subject to risks
and uncertainties that may cause actual results to differ materially from
those indicated in the forward-looking statements including that the
conditions precedent to the completion of the acquisition may not be satisfied
or necessary regulatory approval will not be obtained. Economic, competitive,
governmental, technological and other factors that may affect Abbott's
operations are discussed in Exhibit 99.1 of its Securities and Exchange
Commission Form 10-Q for the period ended Sept. 30, 2003, and are incorporated
by reference. For a description of factors that may affect TheraSense's future
results, see discussion under "Risk Factors Affecting Operations and Future
Results" in TheraSense's Form 10-Q for the quarter ended Sept. 30, 2003, and
periodic reports filed with the Securities and Exchange Commission. Abbott and
TheraSense undertake no obligation to release publicly any revisions to
forward-looking statements as the result of subsequent events or developments.
Participants in the Solicitation
In connection with the proposed merger, TheraSense will file a proxy statement
and other relevant documents with the Securities and Exchange Commission
(SEC). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT
WHEN IT BECOMES AVAILABLE AS IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
MERGER AND RELATED MATTERS. INVESTORS AND SECURITY HOLDERS WILL HAVE ACCESS TO
FREE COPIES OF THE PROXY STATEMENT (WHEN AVAILABLE) AND OTHER DOCUMENTS FILED
WITH THE SEC BY THERASENSE AND ABBOTT THROUGH THE SEC WEB SITE AT WWW.SEC.GOV.
THE PROXY STATEMENT AND RELATED MATERIALS MAY ALSO BE OBTAINED FOR FREE (WHEN
AVAILABLE) FROM THERASENSE BY DIRECTING A REQUEST TO: INVESTOR RELATIONS,
THERASENSE, INC., 1360 SOUTH LOOP ROAD, ALAMEDA, CA 94502; PHONE (510)
749-5400. DOCUMENTS FILED WITH THE SEC BY ABBOTT MAY ALSO BE OBTAINED FOR FREE
(WHEN AVAILABLE) FROM ABBOTT BY DIRECTING A REQUEST TO: INVESTOR RELATIONS,
ABBOTT LABORATORIES, 100 ABBOTT PARK, ROAD, ABBOTT PARK, IL 60064; PHONE (847)
937-7300.
TheraSense, Abbott and their respective directors, executive officers, certain
members of management and employees, may be deemed to be participants in the
solicitation of proxies in connection with the proposed merger. Information
regarding the persons who may, under the rules of the SEC, be considered to be
participants in the solicitation of TheraSense's stockholders and their
interests in the solicitation will be set forth in the proxy statement when it
is filed with the SEC.
# # #
The following three documents were attached to an email sent to the
employees of TheraSense, Inc. on January 13, 2004:
January 13, 2004
To our future colleagues at TheraSense:
On behalf of all of the employees of Abbott Laboratories around the world, we
are very pleased to welcome you to our company. We are excited about the
potential that this opportunity brings to the employees of both Abbott and
TheraSense, and we would like to provide you with some additional information
about our company and explain what this development will mean for all of us.
We want to assure you that the combination of TheraSense with Abbott's
MediSense Products is a positive move for both companies--and for the people
with diabetes that we serve. Our goal is to make the transition happen as
swiftly and smoothly as possible so we can focus on what's most important:
bringing superior health care products and technologies to the people who need
them.
Abbott Laboratories is a global, broad-based health care company devoted to
the discovery, development, manufacture and marketing of pharmaceuticals and
medical products, including devices and diagnostics. We market our products in
more than 130 countries. Upon closing of the deal, you will be joining
Abbott's diabetes care business, which will consist of MediSense and
TheraSense operations. The new organization will be led by Ed Fiorentino, the
current President of MediSense.
We look forward to the opportunity to meet with many of you. In fact, Ed
Fiorentino will be at TheraSense to meet with you during the week of January
19. We invite you also to visit our Web site, www.abbott.com, to learn more
about us. Throughout the transition, we will be providing ongoing
communications about Abbott. However, you should know that it is our intention
to maintain and invest in the Alameda site.
We realize that you are likely to have many questions about the transition. We
are currently evaluating how our organizations will best fit together, and
anticipate that much of the structure will be determined in the next few
months. We'll continue to communicate our progress. Abbott needs talented
people to help drive our business, and we will be looking to you to help drive
that growth.
We are confident that, with our combined efforts, we will continue to make
tremendous progress in our goal to better serve the needs of people with
diabetes.
Best Regards,
Richard A. Gonzalez Edward J. Fiorentino
President and Chief Operating Officer, President, MediSense
Medical Products
In connection with the proposed merger, TheraSense will file a proxy statement
and other relevant documents with the Securities and Exchange Commission
(SEC). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT
WHEN IT BECOMES AVAILABLE AS IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
MERGER AND RELATED MATTERS. INVESTORS AND SECURITY HOLDERS WILL HAVE ACCESS TO
FREE COPIES OF THE PROXY STATEMENT (WHEN AVAILABLE) AND OTHER DOCUMENTS FILED
WITH THE SEC BY THERASENSE AND ABBOTT THROUGH THE SEC WEB SITE AT WWW.SEC.GOV.
THE PROXY STATEMENT AND RELATED MATERIALS MAY ALSO BE OBTAINED FOR FREE (WHEN
AVAILABLE) FROM THERASENSE BY DIRECTING A REQUEST TO: INVESTOR RELATIONS,
THERASENSE, INC., 1360 SOUTH LOOP ROAD, ALAMEDA, CA 94502; PHONE (510)
749-5400. DOCUMENTS FILED WITH THE SEC BY ABBOTT MAY ALSO BE OBTAINED FOR FREE
(WHEN AVAILABLE) FROM ABBOTT BY DIRECTING A REQUEST TO: INVESTOR RELATIONS,
ABBOTT LABORATORIES, 100 ABBOTT PARK, ROAD, ABBOTT PARK, IL 60064; PHONE (847)
937-7300.
TheraSense, Abbott and their respective directors, executive officers, certain
members of management and employees, may be deemed to be participants in the
solicitation of proxies in connection with the proposed merger. Information
regarding the persons who may, under the rules of the SEC, be considered to be
participants in the solicitation of TheraSense's stockholders and their
interests in the solicitation will be set forth in the proxy statement when it
is filed with the SEC.
# # #
ABBOTT FACT SHEET
Abbott Overview
Founded more than 100 years ago by Chicago physician Dr. Wallace C.
Abbott, Abbott Laboratories has emerged as one of the world's top health care
companies. Today, Abbott discovers, develops, manufactures, and markets
products and services that span the continuum of care - from prevention and
diagnosis, to treatment and cure. Abbott casts a keen focus on areas with the
greatest unmet medical need, such as oncology, infectious diseases, diabetes,
obesity, immunology, and cardiovascular disease.
With industry-leading internal research capabilities, Abbott combines
science and innovation to develop breakthrough medical technologies that
advance patient care through leading pharmaceuticals and medical products,
including diagnostics, medical devices and nutritionals. About 40 percent of
sales are outside of the United States and more than 70,000 employees in 130
countries around the world support Abbott's vision to be the world's premier
health care company, and to bring maximum benefit to patients.
ABBOTT AT A GLANCE
-------------------------------------------------------------------------------
Worldwide headquarters: Abbott Park, Ill.
Web address: www.abbott.com
Primary business: Pharmaceutical Products group,
Medical Products group, including
diagnostics, devices and
nutritionals
Employees: 70,000
Facilities: 135 worldwide
Manufacturing sites: 60
Countries where products sold: 130
Chairman and CEO: Miles D. White (since 1999)
2002 annual sales: $17.7 billion
VISION AND CENTRAL PURPOSE
-------------------------------------------------------------------------------
Vision
Abbott's vision is to be the world's premier health care company by being the
best health care supplier, employer, business partner, investment and
neighbor.
Central Purpose
To develop breakthrough health care products that advance patient care for
diseases with the greatest unmet medical need.
FINANCIAL PROFILE
-------------------------------------------------------------------------------
o Since becoming a public company in 1929, Abbott's financial
performance has ranked among the best in the world.
o Abbott's 2002 sales and net earnings were $17.7 billion and $3.2
billion, respectively, with diluted earnings per share of $2.06,
excluding one-time charges.
o Abbott's market value - the total value of its issued stock - places
it among the top 50 companies in the United States, and the top 100
companies in the world. Many investors value Abbott more than many
larger companies with much higher sales because of its consistent
growth and stable earnings. For instance:
o In December 2003, Abbott recorded its 320th consecutive
quarterly dividend to be paid to shareholders since 1924.
o For the 10-year period ending Dec. 31, 2002, Abbott (215
percent) outperformed the S&P 500 Index (142 percent) in
price appreciation and dividends.
o As chronicled in From Good to Great: Why Some Companies Make
the Leap ... and Others Don't, author Jim Collins notes that
"...from its transition date in 1974 to 2000, [Abbott]
created shareholder returns that beat the market 4.5 to 1."
o The company's financial performance consistently places it high in
the rankings of major business publications, including FORTUNE
magazine's list of the 500 largest U.S.-based corporations and the
Forbes list of Super 100 companies, based on sales, profits, assets
and market value. Abbott also is listed in the Barron's 500, and was
ranked 21st in FORTUNE magazine's "America's Best Wealth Creators."
o A broad and deep pipeline of new products plus strategic
acquisitions, alliances, and product licensing add significantly to
Abbott's financial strength.
RECENT AWARDS AND HONORS
-------------------------------------------------------------------------------
o Named as one of "America's Most Admired Companies" every year since
1984 by FORTUNE magazine.
o Repeatedly honored by FORTUNE magazine as one of the best companies
in the country for its diversity practices and initiatives, including
six straight years since the publication began its "50 Best Companies
For Asians, Blacks and Hispanics" rankings.
o Named for the second consecutive year in 2003 by Working Mother
magazine as one of the 10 best employers and for the third year named
on the magazine's prestigious annual list of "100 Best Companies for
Working Mothers."
o Selected as one of "10 Best Companies for Women" by Health magazine
in 2002, Abbott is both the only health care company on the list and
the only company headquartered in Illinois. Those on the list are
recognized for excelling in helping women balance their work and
personal lives.
o Listed by Money magazine as one of the top 30 stocks.
o Ranked by Money magazine in 2002 as having the third best benefits
package in the country.
o Ranked in the Business Week 50: "The Best Performers."
o Listed #27 in the 500 Employers of Choice (for 2001) by USA Today
Employment Review.
o Lauded as one of the top five companies to work for in Chicago by
Chicago Magazine.
o Received the 2001 Governor's Family Investment Award in recognition
of its innovative work/life programs and family-friendly benefits.
o Received the 2002 Corporate Friend of Children Award from the Child
Welfare League of America, in recognition of Abbott's ongoing support
of children and families. Specifically, Abbott was recognized for its
innovative efforts to form partnerships with government and other
public entities to improve the quality of child care across the
country.
o Ranked #13 in Black Collegian magazine's Top 50 Diversity Employers
Survey in 2002 - and first among all pharmaceutical companies.
o Ranked in Minority MBA magazine's list of the "Top Companies for
Minority MBAs."
o Named to Next Step's Diversity 100: America's Most Diverse
Corporations by Next Step magazine in 2001.
o Listed by BestJobsUSA as one of the best employers in the country.
o Received five-star ratings in all internship program categories
(selectivity, compensation, and quality of life) by Princeton
Review's America's Top Internships.
ABBOTT HISTORY
-------------------------------------------------------------------------------
1888 Dr. Wallace C. Abbott, M.D., begins producing dosimetric
granules in his apartment on Chicago's North Side. He is a
pioneer in the new science of pharmaceutical medicine.
1900 The business is officially incorporated in Illinois as the
Abbott Alkaloidal Company.
1915 The company changes its name to Abbott Laboratories.
1920 Dr. Abbott breaks ground for a new manufacturing facility in
North Chicago, Ill. This facility will serve as the
company's world headquarters for more than 40 years, and
remains the company's primary manufacturing location today.
1921 Dr. Abbott dies at the age of 63. In the 33 years since he
started his company, he had helped to significantly improve
pharmaceutical science, modernize the production of
medications, and educate physicians on critical changes in
medical practice.
1929 Abbott stock is listed on the Chicago Stock Exchange. The
offering is $20,000 shares at $32 each.
1931 Abbott establishes its first international affiliate in
Montreal, Canada. The company's international presence will
grow steadily.
1936 Abbott introduces the anesthetic agent Pentothal, developed
by Abbott scientists, Dr. Ernest Volwiler and Dr. Donalee
Tabern. For this discovery, they are named to the U.S.
Inventors Hall of Fame in 1986.
1941 Abbott is one of the five pioneers in the United States to
start commercial production of penicillin - the "Wonder
Drug" that was the first practical antibiotic. Penicillin's
impact was immediate: during World War I, the death rate
from pneumonia in the U.S. Army was 18 percent; in World War
II, it fell to less than 1 percent.
1952 Erythromycin, a new antibiotic with good activity against
gram-positive bacteria, is introduced.
1962 Abbott enters a joint venture with Dainippon Pharmaceutical
Co., Ltd., of Osaka, Japan, to manufacture
radiopharmaceuticals. Major plant expansions are completed
in England, Italy and France.
1964 The company merges with M&R Dietetic Laboratories, of
Columbus, Ohio, best known as the makers of Similac(R)infant
formula. M&R eventually becomes Abbott's Ross Products
Division.
1965 Abbott moves major operations to Abbott Park, a 420-acre
site southwest of its North Chicago headquarters.
1973 Abbott forms its Diagnostics Division to bring together all
diagnostic products and services. The company also
introduces Ensure(R), the first adult medical nutritional.
1977 TAP Pharmaceuticals Inc., now known as TAP Pharmaceutical
Products Inc., is formed as a joint venture between Abbott
and Takeda Chemical Industries, Ltd.
1980 Abbott acquires Sorenson Research of Salt Lake City, Utah, a
leading maker of innovative medical disposables.
1983 In Japan, Abbott merges three facilities into one unified
health care company called Dainabot, K.K.
1985 Abbott wins U.S. approval to market the world's first
diagnostic test for AIDS. TAP receives approval for
Lupron(R), a new therapy for prostate cancer, and
ADD-Vantage(R), a unique IV drug-delivery system, is
launched.
1987 Hytrin(R), a new cardiovascular drug for treatment of
hypertension, receives U.S. FDA approval.
1988 Abbott celebrates its centennial. The IMx immunoassay
system, which allows high and low molecular weight analytes
to be used in testing for fertility, rubella, congenital
disease, cancer, hepatitis, and endocrine function goes on
to become one of the best-selling products in Abbott's
history.
1990 Clarithromycin, an important new macrolide antibiotic, is
introduced.
1991 Several major products are introduced worldwide, including
Survanta(R), for treatment of neonatal respiratory distress
syndrome. Abbott enters the hematology testing market with
the acquisition of Sequoia-Turner Corp.
1993 Hytrin receives U.S. FDA clearance for use in treating
symptoms of benign prostatic hyperplasia (BPH), a condition
of the prostate. Abbott launches AxSym(R), a new,
labor-saving diagnostic system.
1994 Abbott introduces Sevoflurane(R), the first truly universal
anesthetic, and completes to cross-license LCR and PCR, two
gene amplification technologies.
1995 Joint venture TAP Pharmaceutical Products Inc. receives
approval for Prevacid(R), a proton pump inhibitor used in
treating ulcers. Abbott's diagnostic division introduces
Abbott Prism(R), the first fully automated, high-volume
blood analyzer.
1996 The company receives U.S. FDA clearance for Norvir, one of
the first protease inhibitors for treatment of HIV and AIDS,
changing the treatment of the disease. The company enters
the blood glucose monitoring market with its acquisition of
MediSense, Inc. Similac(R)Advance is launched in several
international markets.
1997 Abbott acquires the parenteral products business, which
helped the hospital products area expand the company's
drug-delivery business, and provided Abbott with worldwide
rights to pre-filled, single-dose syringe technology with
Sanofi Pharmaceuticals proprietary drug-delivery system. The
company also launches several new products, including an
improved Similac infant formula in the United States that
includes nucleotides at a patented level and ratio patterned
after the potentially available nucleotides in breast milk.
1998 Abbott launches Glucerna(R) shakes and snack bars, specially
formulated nutritionals for people with diabetes.
Depakote(R) surpasses lithium as the most-prescribed drug
for treating mania.
1999 Abbott launches Architect(R), a next-generation diagnostic
system, and acquires Perclose, Inc., strengthening its
presence in the vascular market.
2000 Abbott receives U.S. FDA approval for five new drugs,
including Kaletra(R), an advanced-generation protease
inhibitor for the treatment of HIV/AIDS, Biaxin(R)XL, a
once-daily version of its flagship antibiotic and
Depakote(R)ER, for migraine prevention.
2001 Abbott completes the acquisition of the pharmaceutical
business of BASF AG, including the global operations of
Knoll Pharmaceuticals. In addition, Abbott acquires Vysis,
Inc., a leading genomic disease management company.
2002 Abbott receives U.S. FDA approval for Humira(R), previously
know as D2E7, for the treatment of rheumatoid arthritis
(RA). Abbott acquires the cardiovascular stent business of
Biocompatibles International plc., and enters an alliance
with Medtronic, Inc. to market stent delivery systems.
Abbott and Celera Diagnostics form a strategic alliance to
develop, manufacture and market a broad range of molecular
diagnostic products for disease detection, monitoring and
therapy selection. Abbott also formed a strategic alliance
with Millenium Pharmaceuticals for the joint discovery,
development and commercialization of a full spectrum of both
drugs and molecular diagnostics for the treatment and
management of obesity and diabetes. This alliance links
complementary competencies by pairing Millennium's genomics
platform and target discovery effort with Abbott's drug
development, manufacturing, commercialization and diagnostic
expertise. Internationally, the company continues to grow
and now has locations in 140 countries.
2003 The European Union grants marketing authorization for
Humira, for the treatment of rheumatoid arthritis (RA).
Abbott acquires i-STAT, a leader in point of care
diagnostics; ZonePerfect(R), a line of nutritional products;
Spinal Concepts, a maker of devices for spinal disorders,
diseases and injuries; and the coronary and peripheral
product line of JOMED. In addition, Abbott announced plans
to spin off its core hospital products business. Abbott
introduced the Cell-Dyn 1800 hematology analyzer.
# # #
MEDISENSE FACT SHEET
MediSense Overview
Abbott Laboratories, MediSense Products was established in 1996 through the
acquisition of MediSense Inc. MediSense(R) was first formed as Genetics
International by James McCann, Bernie Triedl and Ronald Zwanziger in 1981
while at Harvard Business School. It was created as a vehicle for developing
new and promising technologies.
Later that year the company licensed biosensor technology from Oxford
University. Further developed at Cranfield University, the technology was
patented worldwide in 1984. In the same year, an R&D and manufacturing
facility was opened in Abingdon, located in the United Kingdom, and exclusive
distribution rights were awarded to Baxter Travenol.
By 1988, Genetics International had been renamed MediSense Inc. As the
company's success grew, so did its portfolio of products. MediSense(R) was the
first company to commercialize biosensor technology. In 1994, MediSense Inc.
went public in the United States with an initial public offering of 4.5
million shares at $12 per share. Following a number of industry triumphs
between 1989 and 1996, Abbott Laboratories acquired the company, combining the
resources and strengths of the two organizations.
Today, Abbott Laboratories, MediSense Products is a leader in the development
of innovative products to meet the needs of people living with diabetes.
MediSense(R) is based in Bedford, Massachusetts, with two additional
manufacturing facilities in Abingdon and Witney in the United Kingdom, and the
company also operates multiple sales offices around the globe.
The MediSense line of home blood glucose monitoring systems gives individuals
living with diabetes accurate and convenient testing options. In addition,
MediSense supplies hospitals and medical professionals with advanced meter
systems that allow for superior monitoring results for managing testing needs.
MediSense's state-of-the-art portfolio of products provides a variety of blood
glucose monitors for use in both home and hospital settings.
MediSense History
1981 Creation of Genetics International with offices in Cambridge,
Massachusetts. Invention of first biosensor for glucose detection
(Oxford University).
1982 Technology patented worldwide.
Baxter obtains exclusive distribution rights.
Opened strip R&D plant in Abingdon, U.K.
1986 ExacTech(R)Pen, the world's first commercial glucose biosensor,
approved in the U.S.
1987 ExacTech Pen launched in Europe.
1988 Genetic International changes name to MediSense, Inc.
1989 Launch of ExacTech Card, a credit card-sized monitor with enlarged
display.
1990 Launch of MediSense Card and MediSense Pen, the first personal
glucose system with blood detection capability for auto start and the
first biosensors with third electrode that detects blood
interferents.
1991 Satellite G, the first dedicated hospital glucose system with
individual bar-coded strips, is launched.
1994 Launch of Precision Link(TM), a PC based product to display
historical and trending information on glucose results to both home
and professional users.
1995 Launch of ExacTech RSG, the first no calibration personal glucose
meter. Launch of Precision QID(R)monitor and strip that allow the
user to hold the meter during the test.
1996 Abbott Laboratories acquires MediSense, Inc.
1997 Launch of upgraded strip technology that requires lower blood volume.
1998 Precision(TM)Plus Electrodes, Precision(TM)PCx(TM)and QC Manager are
launched. Precision PCx is a hospital product designed for
point-of-care testing, with data management and scanned barcode
capabilities. QC Manager is a comprehensive hospital data management
system used with PCx to meet the needs of both patient results and
regulatory data storage and record keeping.
1999 Opened new, state-of-the-art manufacturing plant in Witney, U.K., to
expand manufacturing capabilities.
2000 Precision Xtra(TM)Launch: This monitor was designed with features
that make it easier to use, including date and time recording, data
storage for 450 tests, a larger display, replaceable batteries, and
multiple language capability. It is also the first personal blood
glucose monitor to offer ketone testing capability.
2001 Sof-Tact(TM)/Soft-Sense, the first integrated alternate-site glucose
monitoring system to provide virtually painless, one-step testing is
launched in the U.S. and abroad.
Worldwide launch of TrueMeasure(TM) Technology, our proprietary strip
design that includes a dedicated fill trigger electrode to ensure
sufficient blood sample; end/top-fill application for improved ease
of use, and proprietary chemistry that screens out interfering
agents, such as vitamin C and acetaminophen.
2003 Precision PCx 2.2.1(TM) system, an enhanced version of a hand-held,
point-of-care blood glucose testing system, is launched. The new
system and test strip were developed based on feedback from diabetes
caregivers in the hospital setting. Precision PCx 2.2.1 offers
several advantages in the areas of test strip performance, sample
application, error reduction, ease-of-use and data management.
In connection with the proposed merger, TheraSense will file a proxy statement
and other relevant documents with the Securities and Exchange Commission
(SEC). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT
WHEN IT BECOMES AVAILABLE AS IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
MERGER AND RELATED MATTERS. INVESTORS AND SECURITY HOLDERS WILL HAVE ACCESS TO
FREE COPIES OF THE PROXY STATEMENT (WHEN AVAILABLE) AND OTHER DOCUMENTS FILED
WITH THE SEC BY THERASENSE AND ABBOTT THROUGH THE SEC WEB SITE AT WWW.SEC.GOV.
THE PROXY STATEMENT AND RELATED MATERIALS MAY ALSO BE OBTAINED FOR FREE (WHEN
AVAILABLE) FROM THERASENSE BY DIRECTING A REQUEST TO: INVESTOR RELATIONS,
THERASENSE, INC., 1360 SOUTH LOOP ROAD, ALAMEDA, CA 94502; PHONE (510)
749-5400. DOCUMENTS FILED WITH THE SEC BY ABBOTT MAY ALSO BE OBTAINED FOR FREE
(WHEN AVAILABLE) FROM ABBOTT BY DIRECTING A REQUEST TO: INVESTOR RELATIONS,
ABBOTT LABORATORIES, 100 ABBOTT PARK, ROAD, ABBOTT PARK, IL 60064; PHONE (847)
937-7300.
TheraSense, Abbott and their respective directors, executive officers, certain
members of management and employees, may be deemed to be participants in the
solicitation of proxies in connection with the proposed merger. Information
regarding the persons who may, under the rules of the SEC, be considered to be
participants in the solicitation of TheraSense's stockholders and their
interests in the solicitation will be set forth in the proxy statement when it
is filed with the SEC.