thought you might find this....interesting
Rubicon Medical Corp. (OTCBB: RMDC.U), a Salt Lake
City-based developer and manufacturer of medical devices, today
announced that it has received a $15 million investment from Boston
Scientific Corp (NYSE: BSX.N).
In exchange for its $15 million investment, Boston Scientific
received 1,090,147 shares of Rubicon's Series A Preferred Stock
convertible into 10,901,470 shares of Rubicon common stock. Coupled
with the common shares it received in its July 2003 investment of $2.0
million, Boston Scientific now owns a total of 18 percent of Rubicon's
fully diluted equity.
In connection with the definitive agreements, Rubicon's two
largest stockholders (previously holding more than 50 percent of
Rubicon's issued and outstanding shares of common stock) have granted
Boston Scientific the option to acquire all of their shares for an
initial consideration of $2 per share payable, at the discretion of
Boston Scientific, in cash or shares of Boston Scientific common stock
plus additional "earn-out" amounts of up to $1.50 per share if certain
performance milestones are achieved by Rubicon. Boston Scientific has
agreed that if it exercises its option to acquire the shares of the
two largest Rubicon stockholders, it will also make an offer to
acquire all shares of common stock of Rubicon Medical held by all
other stockholders on the same terms, including price and form of
consideration.
Boston Scientific's option will expire 90 days after Rubicon's
receipt of FDA clearance for the Rubicon Filter. The earn-out amounts
generally consist of an additional $0.50 per share if Rubicon develops
a stroke therapy device that meets certain stringent independent
testing requirements prior to Sept. 30, 2004, and an additional amount
of $1.00 per share if net sales of Rubicon's embolic protection filter
exceed $50 million in any 12-month period during the five years
following its receipt of FDA marketing clearance for the Rubicon
Filter.
"This is a monumental day for Rubicon and its shareholders," said
Richard J. Linder, president and chief executive officer of Rubicon
Medical. "While no assurance can be given that Boston Scientific will
exercise its option, in the event that it does, all Rubicon
shareholders will be offered the same amount per share. In addition,
Rubicon has established an important strategic relationship and has
gained the financial wherewithal that should see us through European
and U.S. clinical studies. Everything we have seen thus far supports
our belief that our team has developed a highly advanced embolic
filtration device."
About Rubicon Medical
Rubicon Medical Corp. (www.rubiconmed.com) is a Salt Lake
City-based developer and manufacturer of interventional vascular
medical devices and products. The company focuses on minimally
invasive endovascular techniques and products that are safer and more
cost effective than surgery.

Rubicon Medical Corp. (OTCBB: RMDC.U), a Salt Lake
City-based developer and manufacturer of medical devices, today
announced that it has received a $15 million investment from Boston
Scientific Corp (NYSE: BSX.N).
In exchange for its $15 million investment, Boston Scientific
received 1,090,147 shares of Rubicon's Series A Preferred Stock
convertible into 10,901,470 shares of Rubicon common stock. Coupled
with the common shares it received in its July 2003 investment of $2.0
million, Boston Scientific now owns a total of 18 percent of Rubicon's
fully diluted equity.
In connection with the definitive agreements, Rubicon's two
largest stockholders (previously holding more than 50 percent of
Rubicon's issued and outstanding shares of common stock) have granted
Boston Scientific the option to acquire all of their shares for an
initial consideration of $2 per share payable, at the discretion of
Boston Scientific, in cash or shares of Boston Scientific common stock
plus additional "earn-out" amounts of up to $1.50 per share if certain
performance milestones are achieved by Rubicon. Boston Scientific has
agreed that if it exercises its option to acquire the shares of the
two largest Rubicon stockholders, it will also make an offer to
acquire all shares of common stock of Rubicon Medical held by all
other stockholders on the same terms, including price and form of
consideration.
Boston Scientific's option will expire 90 days after Rubicon's
receipt of FDA clearance for the Rubicon Filter. The earn-out amounts
generally consist of an additional $0.50 per share if Rubicon develops
a stroke therapy device that meets certain stringent independent
testing requirements prior to Sept. 30, 2004, and an additional amount
of $1.00 per share if net sales of Rubicon's embolic protection filter
exceed $50 million in any 12-month period during the five years
following its receipt of FDA marketing clearance for the Rubicon
Filter.
"This is a monumental day for Rubicon and its shareholders," said
Richard J. Linder, president and chief executive officer of Rubicon
Medical. "While no assurance can be given that Boston Scientific will
exercise its option, in the event that it does, all Rubicon
shareholders will be offered the same amount per share. In addition,
Rubicon has established an important strategic relationship and has
gained the financial wherewithal that should see us through European
and U.S. clinical studies. Everything we have seen thus far supports
our belief that our team has developed a highly advanced embolic
filtration device."
About Rubicon Medical
Rubicon Medical Corp. (www.rubiconmed.com) is a Salt Lake
City-based developer and manufacturer of interventional vascular
medical devices and products. The company focuses on minimally
invasive endovascular techniques and products that are safer and more
cost effective than surgery.
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