SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
SecuritiesExchange Act of 1934
(Amendment No. )
| Filed by the Registrant [X] | |||
| Filed by a Party other than the Registrant [ ] | |||
| Check the appropriate box: | |||
| [ ] | Preliminary Proxy Statement | [ ] | Confidential, For Use of the Commission Only |
| [ ] | Definitive Proxy Statement | (as permitted by Rule14a-6(e)(2)) | |
| [ ] | Definitive Additional Materials | ||
| [X] | Soliciting Material Under Rule 14a-12 | ||
| THERASENSE, INC. |
| (Name of Registrant as Specified In Its Charter) |
| (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) |
| Payment of Filing Fee (Check the appropriate box): | ||
| [X] | No fee required. | |
| [ ] | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| (1) | Title of each class of securities to which transaction applies: | |
| (2) | Aggregate number of securities to which transaction applies: | |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
|
| (4) | Proposed maximum aggregate value of transaction: | |
| (5) | Total fee paid: | |
| [ ] | Fee paid previously with preliminary materials. | |
| [ ] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. | |
| (1) | Amount previously paid: | |
| (2) | Form, Schedule or Registration Statement No.: | |
| (3) | Filing Party: | |
| (4) | Date Filed: | |
Filed
by TheraSense, Inc. pursuant to Rule 14a-12
of the Securities and Exchange Act
The following is a presentation given to employees of TheraSense, Inc. on January 13, 2004, regarding the merger with Abbott Laboratories:
| Mark Lortz | ||
| Chairman, President & CEO |
||
| The News |
- Abbott
will acquire TheraSense
- Purchase
price is $27.00 a share cash
- Approximately
$1.3 billion transaction
- Deal
is subject to regulatory and stockholder approvals
- Anticipated
close early in second quarter of 2004
| How Does this Help TheraSense Achieve its Mission? |
- The combined
company will be competitive with the market leaders in terms of
sales, marketing, research and development resources
- It will give
our present and future products an expanded global reach
| Why
is This good for the TheraSense Team? |
- Abbott is an
excellent company
- They share the
elements of our culture that make TheraSense a great place
- Our mission
of improving the lives of people with diabetes
- Our customer
focus
- Our values
- Our mission
of improving the lives of people with diabetes
- Abbott’s
Vision and Central Purpose reads:
- Vision:
Abbott’s vision is to be the world’s premiere
health care company by being the best health care supplier,
employer, business partner, investment and neighbor.
- Central
Purpose: To develop breakthrough health care products that
advance patient care for diseases with the greatest unmet medical
need.
- Vision:
Abbott’s vision is to be the world’s premiere
health care company by being the best health care supplier,
employer, business partner, investment and neighbor.
| Employee Matters |
- Our Alameda
facility will be maintained and expanded
- The importance
of keeping employees at TheraSense was stressed by Abbott throughout
the negotiations
- All options
will be vested and “cashed out”
- ESPP Program maintained
until closing
| Employee Matters |
- Employees
shall receive compensation and benefits comparable to similarly
situated employees of Abbott
- Abbott has
won numerous awards for their employment practices, including:
- Third
best benefits package in the country (Money)
- “50
Best Companies for Asians, Blacks and Hispanics” (Fortune)
- “100
Best Companies for Working Mothers (Working Mother)
- “10
Best Companies for Women” (Health)
- Third
best benefits package in the country (Money)
| Stock Option Treatment |
- The vesting
of outstanding options will be accelerated upon consummation of
the merger.
- Outstanding
options will be cashed out upon consummation of the merger
- Subtract the
exercise price of your option from $27.00 and multiply that by
the number of shares subject to the option
- If employee
Able has a stock option for 1,000 shares with an exercise price
of $13. it would be worth: ( $27.00 - $13.00 ) x 1,000 = $14,000
- If employee
Able has a stock option for 1,000 shares with an exercise price
of $13. it would be worth: ( $27.00 - $13.00 ) x 1,000 = $14,000
- We recently
approved the grant of options for 900,473 shares to employees of
TheraSense based on our performance against our 2003 Bonus Plan
goals
- Upon Consummation
of the merger TheraSense employees will receive $6.1 million
to cash out these options
- Upon Consummation
of the merger TheraSense employees will receive $6.1 million
to cash out these options
|
Employee Stock Purchase Program |
- This will be
continued through the final payroll prior to the closing and then
terminated following a final purchase date.
- Payroll deduction
rates may not be increased
- Based on current
payroll deduction rates TheraSense employees will be paid approximately
$5.8 million at the closing of the merger for shares to be purchased
on the final purchase date.
| What Now? |
- Stay
focused on business
- Transition
will take some time
- Let us know of questions and concerns
In connection with the proposed merger, TheraSense will file a proxy statement and other relevant documents with the Securities and Exchange Commission (SEC). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AS IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS. INVESTORS AND SECURITY HOLDERS WILL HAVE ACCESS TO FREE COPIES OF THE PROXY STATEMENT (WHEN AVAILABLE) AND OTHER DOCUMENTS FILED WITH THE SEC BY
THERASENSE THROUGH THE SEC WEB SITE AT WWW.SEC.GOV. THE PROXY STATEMENT AND RELATED MATERIALS MAY ALSO BE OBTAINED FOR FREE (WHEN AVAILABLE) FROM THERASENSE BY DIRECTING A REQUEST TO: INVESTOR RELATIONS, THERASENSE, INC., 1360 SOUTH LOOP ROAD, ALAMEDA, CA 94502; PHONE (510) 749-5400.
TheraSense and its directors, executive officers, certain members of management and employees, may be deemed to be participants in the solicitation of proxies in connection with the proposed merger. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of TheraSense’s stockholders in connection with the proposed merger is set forth in TheraSense’s annual report on Form 10-K for the fiscal year ended December 31, 2002 filed with the SEC on March 27, 2003 and proxy statement for its 2003 annual meeting of stockholders filed with the SEC on March 27, 2003. Additional information will be set forth in the proxy statement when it is filed with the SEC.
Forward-Looking Statements
Except for historical information contained herein, statements contained in this document may constitute “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are neither promises nor guarantees, but involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those set forth in the forward-looking statements, including, with limitation the risk that the merger may not be consummated, if at all, and other risks concerning TheraSense and Abbott and their respective operations that are detailed in the periodic filings with the SEC of TheraSense and Abbott, including their most recent filings on Form 10-Q.
