Filed by Boston Scientific Corporation

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

 

Subject Company: Guidant Corporation

Commission File No.: 001-13388

 

BOSTON SCIENTIFIC ANNOUNCES PRELIMINARY

SALES RESULTS FOR 2005 AND FOURTH QUARTER

 

Natick, MA (January 9, 2006) – Boston Scientific Corporation (NYSE: BSX) today announced preliminary, unaudited sales figures for the year ended December 31, 2005 and fourth quarter.

 

Net sales for the year ended December 31, 2005 are estimated to be $6.283 billion as compared to $5.624 billion for 2004, an increase of 12 percent.  Worldwide coronary stent system sales for the same period were $2.693 billion as compared to $2.351 billion for the year ended December 31, 2004, an increase of 15 percent.  Worldwide sales of the TAXUS^® paclitaxel-eluting coronary stent systems were $2.556 billion for the year, as compared to $2.143 billion for 2004, an increase of 19 percent.  U.S. TAXUS stent system sales were $1.763 billion for the year, as compared to $1.570 billion for 2004, an increase of 12 percent.

 

Preliminary net sales for the fourth quarter were $1.54 billion including worldwide coronary stent system sales of $640 million.  Worldwide and U.S. sales of TAXUS paclitaxel-eluting coronary stent systems are estimated to be $606 million and $398 million, respectively.

 

Boston Scientific Corporation

Boston Scientific is a worldwide developer, manufacturer and marketer of medical devices whose products are used in a broad range of interventional medical specialties.  For more information, please visit: www.bostonscientific.com.

 

The Company discloses non-GAAP or pro forma measures that exclude certain charges.  Non-GAAP measures may exclude such items as charges related to purchased in-process research and development and certain litigation.  Management uses these measures to establish operational goals, and believes that non-GAAP measures may assist investors in analyzing the underlying trends in the Company’s business over time.  Investors should consider these non-GAAP measures in addition to, not as a substitute for, or as superior to, financial reporting measures prepared in accordance with GAAP.

 

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Forward–Looking Statements

 

This press release contains “forward-looking statements,” including, among other statements, statements regarding the proposed business combination between Boston Scientific Corporation and Guidant Corporation, and the anticipated consequences and benefits of such transaction.  Statements made in the future tense, and words such as “anticipate”, “expect”, “project”, “believe”, “plan”, “estimate”, “intend”, “will”, “may” and similar expressions are intended to identify forward-looking statements.  These statements are based on current expectations, but are subject to certain risks and uncertainties, many of which are difficult to predict and are beyond the control of Boston Scientific.  Relevant risks and uncertainties include those referenced in Boston Scientific’s filings with the Securities and Exchange Commission (“SEC”) (which can be obtained as described in “Additional Information” below), and include: general industry conditions and competition; economic conditions, such as interest rate and currency exchange rate fluctuations; technological advances and patents attained by competitors; challenges inherent in new product development, including obtaining regulatory approvals; domestic and foreign health care reforms and governmental laws and regulations; and trends toward health care cost containment.  Risks and uncertainties relating to the proposed transaction include: Boston Scientific and Guidant will not enter into any definitive agreement with respect to the proposed transaction; required regulatory approvals will not be obtained in a timely manner, if at all; the proposed transaction will not be consummated; the anticipated benefits of the proposed transaction will not be realized; and the integration of Guidant’s operations with Boston Scientific will be materially delayed or will be more costly or difficult than expected.  These risks and uncertainties could cause actual results to differ materially from those expressed in or implied by the forward-looking statements, and therefore should be carefully considered.  Boston Scientific assumes no obligation to update any forward-looking statements as a result of new information or future events or developments.

 

Additional Information

 

This material is not a substitute for the prospectus/proxy statement and any other documents Boston Scientific and Guidant would file with the SEC if a definitive agreement with Guidant is executed.  Investors and security holders are urged to read such prospectus/proxy statement and any other such documents, when available, which would contain important information about the proposed transaction.  The prospectus/proxy statement would be, and other documents filed or to be filed by Boston Scientific and Guidant with the SEC are or will be, available free of charge at the SEC’s website (www.sec.gov) or from Boston Scientific by directing a request to Boston Scientific Corporation, One Boston Scientific Place, Natick, Massachusetts 01760-1537, Attention: Milan Kofol, Investor Relations.

 

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Boston Scientific is not currently engaged in a solicitation of proxies from the security holders of Boston Scientific or Guidant in connection with Boston Scientific’s proposed acquisition of Guidant or in connection with Johnson & Johnson’s proposed acquisition of Guidant.  If a proxy solicitation commences, Boston Scientific, Guidant and their respective directors, executive officers and other employees may be deemed to be participants in such solicitation.  Information about Boston Scientific’s directors and executive officers is available in Boston Scientific’s proxy statement, dated April 4, 2005, for its 2005 annual meeting of stockholders.  Additional information about the interests of potential participants will be included in the prospectus/proxy statement Boston Scientific and Guidant would file if a definitive agreement with Guidant is executed.

 

CONTACT:	Milan Kofol
	508-650-8569 (Office)
	617-834-8595 (Mobile)
	Investor Relations
	Boston Scientific Corporation
	Paul Donovan
	508-650-8541 (Office)
	508-667-5165 (Mobile)
	Media Relations
	Boston Scientific Corporation

 

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