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Guidant Corporation (NYSE:GDT) (PCX:GDT), Indianapolis, Ind., a world leader in the treatment of cardiovascular and vascular disease, and CardioThoracic Systems, Inc. (Nasdaq:CTSI), Cupertino, Calif., a pioneer in less invasive cardiac surgery, have signed an agreement for Guidant to acquire CardioThoracic Systems.
Under the terms of the agreement, each outstanding share of CardioThoracic Systems (CTS) common stock will be exchanged for shares of Guidant common stock valued at $19.50 per CTS share. The agreement is subject to possible adjustment pursuant to a collar arrangement. The transaction will be a tax-free exchange valued at approximately $313 million, and will be accounted for as a pooling of interests transaction. Closure of the transaction is also subject to certain conditions, including approval by CTS shareholders and Hart- Scott-Rodino anti-trust clearance. This transaction is expected to close in the fourth quarter of 1999 and will include one-time acquisition and transition-related costs. The acquisition is not...