To: High-Tech East who wrote (58 ) 2/1/2001 5:21:27 PM From: Lynn Respond to of 147 Dear Ken: You are right. Taking a look at that part of ABMD's letter withdrawing the offer, they are careful not to ruffle any feathers at TMO. The ball is now in TMO's court: SOURCE: Thermo Electron Corporation Thermo Cardiosystems Confirms Receipt of ABIOMED's Withdrawal of Acquisition Proposals WOBURN, Mass., Feb. 1 /PRNewswire/ -- Thermo Cardiosystems Inc. (Amex: TCA - news) confirms that it received a letter today from ABIOMED, Inc. (Nasdaq: ABMD - news) withdrawing its offers to acquire Thermo Cardiosystems. The full text of the letter, dated February 1, 2001, is as follows: ``We are writing today to withdraw all of our offers to acquire Thermo Cardiosystems, Inc. We are disappointed that we were not given the opportunity to demonstrate the resultant value that a combination of ABIOMED and Thermo Cardiosystems could have created. We believe that our offers have been Superior Offers to your existing merger agreement, but we understand that you entered into contractual agreements that limited your ability to speak with us. We have always had a friendly and respectful relationship with the people and management of Thermo Cardiosystems, and we look forward to that relationship continuing. Our interest in acquiring Thermo Cardiosystems has been sincere. However, given that it appears to be your wish to continue forward with your current arrangement, we feel that it is appropriate for us to withdraw our offers at this time. Our continuing to pursue our offers could unnecessarily complicate your upcoming shareholder meeting or risk straining the relationship between our companies. Leaving our offers open in the relatively short time remaining until your shareholder meeting could be interpreted as hostile rather than constructive. Given that it was never our intention to appear hostile in this matter, we respectfully withdraw our offers. We wish you much continued success in the bridge to transplant and alternative to transplant market segments with your VADs. We are sure that we will continue to see you in the market as we maintain our leadership position in the bridge to recovery market segment and introduce our implantable replacement heart. We are both in the business of saving lives and we should both continue to succeed. Good luck with your endeavors.`` Thermo Cardiosystems Inc. is a leader in the research, development, and manufacture of implantable left ventricular-assist systems (LVAS). Its air- driven and electric HeartMate heart-assist devices are implanted alongside the natural heart and take over the pumping function of the left ventricle for patients whose hearts are too damaged or diseased to produce adequate blood flow. Both devices are approved for commercial sale in the United States, Europe, and Canada. The company also supplies whole-blood coagulation testing equipment and related disposables, as well as single-use skin-incision devices. Thermo Cardiosystems is a public subsidiary of Thermo Electron. More information is available at thermocardio.com . Other Important Information: The proposed merger and the merger agreement between Thermo Cardiosystems and Thoratec are described in a joint proxy statement/prospectus that has been filed with the Securities and Exchange Commission. You should read this document because it contains important information about the transaction, including the participants in the transaction. You can obtain the joint proxy statement/prospectus and other documents (including the merger agreement) that have been filed with the Securities and Exchange Commission for free when they are available on the Securities and Exchange Commission's Web site at sec.gov . Also, if you write us or call us at the below address and phone number, we will send you the joint proxy statement/prospectus for free when it is available. You can call us at (781) 622-1111, or write to us at: Investor Relations Department Thermo Cardiosystems Inc. 81 Wyman Street, P.O. Box 9046 Waltham, MA 02454-9046 The portions of this news release that relate to future plans, events, or performance are forward-looking statements. Investors are cautioned that all such statements involve risks and uncertainties, including risks related to the proposed transaction between Thermo Cardiosystems and Thoratec and the benefits thereof, government regulatory approval processes, and market acceptance of new products. These factors, and others, are discussed more fully under the heading ``Risk Factors'' in Thoratec's Registration Statement on Form S-4 [File No. 333-49120] filed with the Securities and Exchange Commission on December 29, 2000, and in both companies' other filings with the Securities and Exchange Commission. Actual results, events, or performance may differ materially. These forward-looking statements speak only as of the date hereof. None of Thermo Cardiosystems, Thoratec, or Thermo Electron undertakes any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events. SOURCE: Thermo Electron Corporation biz.yahoo.com Regards, Lynn