ST. JUDE MEDICAL / THORATEC TRANSACTION HIGHLIGHTS July 22, 2015 1
FORWARD LOOKING STATEMENT This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Such forward-looking statements include the expectations, plans and prospects for the Company, including but not limited to potential clinical successes, anticipated regulatory approvals and future product launches, and projected revenues, margins, earnings and market shares, as well the anticipated acquisition of Thoratec, the timing of which may change or may not be consummated at all, and the related benefits of such transaction which may or may not materialize as expected. The statements made by the Company are based upon management s current expectations and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include market conditions and other factors beyond the Company s control and the risk factors and other cautionary statements described in the Company s filings with the SEC, including those described in the Risk Factors and Cautionary Statements sections of the Company s Annual Report on Form 10-K for the fiscal year ended January 3, 2015 and Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2015, and the Current Report on Form 8-K dated July 22, 2015. The Company does not intend to update these statements and undertakes no duty to any person to provide any such update except as required by law. 2
CREATING SHAREHOLDER VALUE BY FURTHER EXPANDING ST. JUDE MEDICAL S POSITION AS THE GLOBAL LEADER IN HEART FAILURE MANAGEMENT 3
THORATEC IS A STRATEGIC AND FINANCIAL BENEFIT FOR ST. JUDE MEDICAL 1 2 3 4 5 Expands Leadership Position in Heart Failure (HF): St. Jude Medical s strength in HF solutions is based on its portfolio of innovative solutions that are proven to improve outcomes and reduce costs. Thoratec adds Heartmate II, the most widely used and extensively studied left ventricular assist device, as well as other complementary products to St. Jude Medical s portfolio. Accelerates St. Jude Medical s Sales Growth Trajectory: This acquisition positions St. Jude Medical to enter new markets totaling more than $1 billion that are expected to grow approximately 10 percent annually, benefitting St. Jude Medical s sales growth profile beginning in 2016. Continues Commitment to Innovation: St. Jude Medical s strong track record of bringing innovation to the markets it serves represents a significant opportunity to further strengthen Thoratec s rich pipeline of new and next-generation products with the CardioMEMS HF System and its remote monitoring and electronic health record interface capabilities. Provides Opportunity to Leverage Complementary Customer Focus and St. Jude Medical s Global Scale: Both companies have strong relationships with heart failure physicians and cardiac surgeons. St. Jude Medical s global presence can further strengthen and enhance Thoratec s international growth as only approximately 20 percent of Thoratec s sales currently come from outside of the United States. Creates Shareholder Value for St. Jude Medical Shareholders: This transaction is expected to be accretive to adjusted earnings per share in 2016. St. Jude Medical also expects the combined company to capture revenue and technology synergies following the completion of this transaction. 4
TRANSACTION OVERVIEW Purchase Price All cash transaction, at a valuation of approximately $3.4 billion, net of cash acquired $63.50 per share (NASDAQ: THOR), 35% premium to Thoratec s last unaffected closing price of $46.89 on July 17, 2015 St. Jude Medical plans to borrow the funds needed to complete this transaction using a combination of public debt and bank term loans Financial Impact Accretive to adjusted earnings per share in 2016 Modest synergies assumed for modeling purposes Path to Completion Unanimously approved by both companies Board of Directors Subject to customary regulatory approvals and Thoratec shareholder approval Expected to close Q4 2015 5
ABOUT ST. JUDE MEDICAL Dedicated to transforming the treatment of some of the world s most expensive epidemic diseases 2014 net sales of $5.622 billion, an increase of 4% on a constant currency basis* 2014 Non-GAAP EPS was $3.98, an increase of 9% on a constant currency basis* 2014 Geographic sales mix was 47% U.S. and 53% International Q2 2015 net sales were $1.410 billion, an increase of 6% on a constant currency basis* Fortune 500 company Core focus areas are: Heart Failure, Heart Rhythm Disorders, Vascular Disease, Structural Heart Disease, Chronic Pain and Movement Disorders St. Jude Medical products help more than 20,000 patients around the world with a new medical device every single business day Innovation based growth program that partners with customers to challenge the status quo and focus on solutions * Refer to Non-GAAP reconciliations in our Current Reports on Form 8-K filed on January 28, 2015 and July 22, 2015 6
ABOUT THORATEC Market leader in mechanical circulatory support Attractive long-term growth with attractive 2007-2014 CAGRs: Revenue growth of 19% Non-GAAP EPS growth of 23% 2014 geographic revenue mix was 79% U.S. and 21% International Heartmate II : Left Ventricular Assist System (LVAD) The most widely used, extensively studied LVAD Tested: over 1,300 patient clinical trial Proven: over 21,000 patients implanted Reliable: 3,000 patients with 2+ years of ongoing support Heartmate 3 TM *: Next generation LVAD as the first fully magnetically levitated compact VAD Received CE Mark in July 2015 for the percutaneous heart pump, HeartMate PHP * *Heartmate 3 and Heartmate PHP are investigational devices and are limited by Federal (of U.S.) law to investigational use. 7
THE ACQUISITION OF THORATEC ACCELERATES OUR SHIFT IN SALES MIX TO HIGHER GROWTH MARKETS St. Jude Medical is a global leader in HF with a portfolio of innovative solutions that are cost effective and proven to improve outcomes, enhance efficiencies. Innovative leader in both CRT-D and CRT-P therapies with our first-to-market quad therapy and now MultiPoint TM Pacing* technology The CardioMEMS HF System is a powerful new tool for comprehensive HF care, featuring a safe, reliable sensor for measuring ambulatory pulmonary artery pressure. Now adding the broadest portfolio of mechanical circulatory support devices to treat the full range of clinical needs for patients suffering from advanced HF *MultiPoint Pacing technology is an investigational device and is limited by Federal (of U.S.) law to investigational use. 8
ACCELERATES OUR SHIFT IN SALES MIX TO HIGHER GROWTH MARKETS 2014 STJ Sales* 2014 Pro Forma Sales* 24% 8% 50% 22% 7% 8% 46% 18% 17% Cardiac Rhythm Management Cardiovasular Thoratec Atrial Fibrillation Neuromodulation $6.1 billion: FY 2014 Pro Forma Revenue *Sales by product categories. See 2014 Annual Reports. 9
ST. JUDE MEDICAL FINANCING PLAN St. Jude Medical is committed to maintaining a strong investment grade profile All cash transaction valued at approximately $3.4 billion, net of cash acquired St. Jude Medical plans to borrow the funds needed to complete this transaction using a combination of public debt and bank term loans Expect to remain at a strong investment grade rating with all three credit agencies The transaction is not conditioned on financing 10
IMPORTANT DATES LEADING TO COMPLETION OF THIS COMPELLING ACQUISITION Date Event July 21, 2015 Merger Agreement executed July 22, 2015 Acquisition announced before market open St. Jude Medical Q2 2015 Earnings call: Discuss strategic rationale for Thoratec acquisition and Q2 2015 results August 20, 2015 Go-Shop period expires Fourth Quarter 2015 Special Meeting of Thoratec Shareholders Closing of the Thoratec acquisition 11
THORATEC IS A STRATEGIC AND FINANCIAL BENEFIT FOR ST. JUDE MEDICAL 1 2 3 4 5 Expands Leadership Position in Heart Failure (HF): St. Jude Medical s strength in HF solutions is based on its portfolio of innovative solutions that are proven to improve outcomes and reduce costs. Thoratec adds Heartmate II, the most widely used and extensively studied left ventricular assist device, as well as other complementary products to St. Jude Medical s portfolio. Accelerates St. Jude Medical s Sales Growth Trajectory: This acquisition positions St. Jude Medical to enter new markets totaling more than $1 billion that are expected to grow approximately 10 percent annually, benefitting St. Jude Medical s sales growth profile beginning in 2016. Continues Commitment to Innovation: St. Jude Medical s strong track record of bringing innovation to the markets it serves represents a significant opportunity to further strengthen Thoratec s rich pipeline of new and next-generation products with the CardioMEMS HF System and its remote monitoring and electronic health record interface capabilities. Provides Opportunity to Leverage Complementary Customer Focus and St. Jude Medical s Global Scale: Both companies have strong relationships with heart failure physicians and cardiac surgeons. St. Jude Medical s global presence can further strengthen and enhance Thoratec s international growth as only approximately 20 percent of Thoratec s sales currently come from outside of the United States. Creates Shareholder Value for St. Jude Medical Shareholders: This transaction is expected to be accretive to adjusted earnings per share in 2016. St. Jude Medical also expects the combined company to capture revenue and technology synergies following the completion of this transaction. 12