Abbott has entered into an agreement with Boston Scientific to acquire Guidant's entire vascular business, which had sales in excess of $1 billion in 2004. This follows Boston Scientific's announcement of a definitive offer to acquire Guidant. The agreement is subject to approval by regulatory authorities and is contingent upon the closing of Boston Scientific's proposed acquisition of Guidant.

The agreement would provide Abbott with Guidant's vascular intervention and endovascular solutions businesses, including vascular commercial, R&D and manufacturing operations, as well as the market-leading line of coronary and peripheral vascular products. In addition, as part of the agreement, Abbott would gain a broad portfolio of intellectual property, including rapid exchange technology and stent designs, as well as Guidant's Xience drug-eluting stent, currently in development. This acquisition would complement Abbott's portfolio of innovative vascular products, states an Abbott release.

In addition to completing the development of the Xience product, Abbott would market it directly as well as license the drug-eluting stent technology and supply the product to Boston Scientific. Under the supply arrangement, Abbott would receive substantial payments from Boston Scientific based on sales of the drug-eluting stent product.

"Our agreement with Abbott to divest Guidant's vascular intervention and endovascular businesses demonstrates our commitment to address potential antitrust issues raised by our proposed acquisition of Guidant, and should enable us to complete the acquisition of Guidant quickly," said Jim Tobin, president and chief executive officer of Boston Scientific.

"In addition, sharing rights to Guidant's DES portfolio will enable Boston Scientific to offer both paclitaxel-eluting and everolimus-eluting stents to interventional cardiologists and their patients," added Tobin.

Under the terms of the agreement, Abbott would pay Boston Scientific $3.8 billion for Guidant's vascular business on or around the closing of Boston Scientific's acquisition of Guidant. Additionally, Abbott would pay Boston Scientific milestone payments of $250 million at US Food and Drug Administration approval of Guidant's drug-eluting stent, and an additional payment of $250 million upon a similar approval in Japan. Abbott would also provide a five-year, $700 million interest-bearing loan to Boston Scientific, added the release.

Abbott anticipates the acquisition of Guidant's vascular business would be slightly dilutive to ongoing earnings per share in 2006 and accretive thereafter. Abbott would expect to incur one-time charges following the closing of the acquisition primarily related to in-process research and development, to be specified at a future date.

Abbott is a global, broad-based health care company devoted to the discovery, development, manufacture and marketing of pharmaceuticals and medical products, including nutritionals, devices and diagnostics.