MEDTRONIC CANADA ACQUISITION INC.
an indirect wholly-owned subsidiary of
MEDTRONIC, INC.
NOTICE OF ACQUISITION
To: The holders of the issued and outstanding common shares of CryoCath
Technologies Inc. ("CryoCath") who have not accepted the offer made by
Medtronic Canada Acquisition Inc. to purchase all of the CryoCath's issued and
outstanding common shares, including such common shares which may become
outstanding after October 3", 2008, upon the exercise of outstanding options or
other rights to acquire such common shares
AND TO: — Subsequent holders of common shares of CryoCath
On October 3°, 2008, Medtronic Canada Acquisition Inc. (the "Offeror”) made an offer (the
Offer’) to purchase all of CryoCath’s issued and outstanding common shares, including such
common shares which may become outstanding after October 3°, 2008, upon the exercise of
outstanding options or other rights to acquire such common shares (the "CryoCath Shares"),
the whole subject to the conditions stipulated in the offer to purchase and the accompanying
circular, the letter of acceptance and transmittal and the notice of guaranteed delivery
(collectively, the ‘Offer’).
The purchase price for each CryoCath Share under the Offer was $8.75 per CryoCath Share,
payable in cash, the whole subject to the terms and conditions of the Offer.
The Offer provided that Offeror wished to acquire all of the issued and outstanding CryoCath
Shares and that Offeror intended to acquire, to the extent possible, pursuant to Section 51 of
the Companies Act, R.S.Q., c. C-38 (the “Aet’), the CryoCath Shares held by those holders who
have not accepted the Offer (the “Dissentient Shareholders").
Upon the expiry of the Offer, at 8:00 p.m. (Montreal Time) on November 12, 2008 (the “Expiry
Time’), the Offer had been validly accepted by the holders of 41,136,460 CryoCath Shares
(representing approximately 96,31% of the CryoCath Shares).
Offeror, Medtronic Inc. and their respective affiliates and associates, as defined in the Securities
Act (Québec), did not own any of the CryoCath Shares at the date of the Offer, the whole as is
disclosed in the Offer.
Offeror has taken up and paid for all CryoCath Shares properly deposited under the Offer by
shareholders of CryoCath who have accepted the Offer in accordance with its terms and
conditions, by paying $8.75 in cash for each CryoCath Share taken up.
ACCORDINGLY, OFFEROR IS ENTITLED, AND HEREBY EXERCISES ITS RIGHT, TO
ACQUIRE THE CRYOCATH SHARES HELD BY THE DISSENTIENT SHAREHOLDERS
PURSUANT TO SECTION 51 OF THE ACT.ON NOVEMBER 17, 2008, THE SUPERIOR COURT OF THE DISTRICT OF MONTREAL
(WHICH IS THE DISTRICT IN WHICH CRYOCATH HAS ITS HEAD OFFICE) RENDERED A
JUDGMENT AUTHORIZING THE DELIVERY OF THE PRESENT NOTICE PURSUANT TO
SECTION 51 OF THE ACT.
UNLESS THE SUPERIOR COURT OF THE DISTRICT OF MONTREAL DECIDES
OTHERWISE, UPON PETITION BY A DISSENTIENT SHAREHOLDER FILED WITHIN A
DELAY OF ONE MONTH FROM THE DATE OF THIS NOTICE, OFFEROR SHALL ACQUIRE
THE CRYOCATH SHARES HELD BY THE DISSENTIENT SHAREHOLDERS ON THE
CONDITIONS OF THE OFFER.
UNLESS THE SUPERIOR COURT ORDERS OTHERWISE, AT THE EXPIRATION OF THE
DELAY OF ONE MONTH FROM THE DATE OF THE PRESENT NOTICE, OR IF A PETITION
IS THEN PENDING, AFTER THE SUPERIOR COURT HAS ADJUDICATED FINALLY UPON
‘SUCH PETITION, OFFEROR SHALL DELIVER, AGAINST A RECEIPT, THE SUMS OFFERED
FOR THE CRYOCATH SHARES WHICH IT IS ENTITLED TO ACQUIRE UNDER SECTION 51
OF THE ACT, FOR THE BENEFIT OF THE DISSENTIENT SHAREHOLDERS, AT THE
OFFICE OF COMPUTERSHARE TRUST COMPANY OF CANADA DESCRIBED BELOW:
Computershare Trust Company of Canada
100 University Ave
9th Floor
Toronto, ON
MS) 2¥1
Attention: Corporate Actions
Tel: 1-800-564-6253
UPON PRODUCTION OF A COPY OF THE OFFER, THE PRESENT NOTICE AND THE
RECEIPT, WITH A CERTIFICATE OF THE CLERK OF THE SUPERIOR COURT OF THE
DISTRICT OF MONTREAL, CERTIFYING THAT NO PETITION HAS BEEN FILED WITHIN
THE DELAY FIXED OR THAT ONE HAS BEEN DISMISSED BY A FINAL JUDGMENT,
CRYOCATH SHALL REGISTER IN ITS BOOKS OFFEROR AS THE HOLDER OF THE
CRYOCATH SHARES THAT WERE HELD BY THE DISSENTIENT SHAREHOLDERS.
You are hereby required to govern yourself accordingly.
November 174, 2008 MEDTRONIC CANADA ACQUISITION INC.
(signed) Laura A. Cameron-Brooksbank
Director