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[CARDIAC PATHWAYS LOGO]
July 10, 2001
Dear Stockholders:
We are pleased to inform you that, on June 28, 2001, Cardiac Pathways
Corporation ("Cardiac Pathways") entered into an Agreement and Plan of Merger
(the "Merger Agreement") with Boston Scientific Corporation ("Boston
Scientific") and Xxxx Xxxxxxxxxxx 2001 Inc., Boston Scientific's wholly owned
subsidiary, providing for the acquisition of Cardiac Pathways. Pursuant to the
Merger Agreement, Xxxx Acquisition 2001 Inc. has commenced a tender offer for
all the outstanding shares of Cardiac Pathways common stock at $5.267 per share,
net to the sellers in cash (the "Offer").
Following the successful completion of the Offer, Xxxx Acquisition 2001
Inc. will merge with and into Cardiac Pathways (the "Merger"), and all the
shares of common stock not purchased in the Offer will be converted into the
right to receive $5.267 per share in cash in the Merger without interest. As a
result of the Merger, Cardiac Pathways will become a wholly owned subsidiary of
Boston Scientific.
YOUR BOARD OF DIRECTORS HAS (1) UNANIMOUSLY DETERMINED THAT EACH OF THE
MERGER AGREEMENT AND THE OFFER ARE ADVISABLE, (2) DULY APPROVED THE MERGER
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY; AND (3) UNANIMOUSLY
RECOMMENDED THAT THE STOCKHOLDERS OF CARDIAC PATHWAYS ACCEPT THE OFFER.
Enclosed with this letter is a copy of Cardiac Pathways'
Solicitation/Recommendation Statement on Schedule 14D-9, which describes the
reasons for your Board's recommendation. Also enclosed is the Offer to Purchase
by Xxxx Xxxxxxxxxxx 2001 Inc., together with related materials, including a
Letter of Transmittal to be used for tendering your shares. These materials set
forth in detail the terms and conditions of the tender offer, and provide
instructions on how to tender your shares. I urge you to read the enclosed
materials carefully.
Very truly yours,
LOGO
Xxxxxx X. Xxxxxxxx
President and Chief Executive Officer
