EXHIBIT 99.1
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CONTINUATION SHEET
Explanation of Responses
(1) Pursuant to a Note Purchase Agreement, dated as of June 25, 2004, by and
among Micro Therapeutics, Inc. (the "Company"), Vertical Fund I, L.P., a
Delaware limited partnership ("VFI"), and Vertical Fund II, L.P., a
Delaware limited partnership ("VFII" and together with VFI, "Vertical"),
and the other investors named therein (the "Note Purchase Agreement"),
Vertical agreed to purchase an aggregate principal amount of $5,000,000 of
exchangeable promissory notes from the Company (the "Exchangeable Notes").
The Exchangeable Notes accrue interest at 7% per annum, which interest
compounds quarterly. Pursuant to the Note Purchase Agreement, the Company
has agreed to call a special meeting of its stockholders to approve, among
other things, an exchange of the Exchangeable Notes for shares of its
common stock. If stockholder approval is obtained at the special meeting,
the Exchangeable Notes will be exchanged for such number of shares of
common stock determined by dividing (i) the aggregate principal balance on
such Exchangeable Notes plus accrued and unpaid interest thereon at the
time of the exchange by (ii) $3.10 (subject to appropriate adjustment in
the event of any stock dividend, stock split, stock distribution or
combination or other corporate actions having the similar effect with
respect to the common stock). For the purpose of this Form 4, it has been
assumed that the Exchangeable Notes will be exchanged into 1,612,903 shares
of common stock (determined by dividing $5,000,000 by $3.10). This
assumption, however, does not give effect to interest accruing on the
Exchangeable Notes which will also be exchanged for shares of common stock
determined in the manner summarized above.
(2) The reporting person, a director of the Company, is a general partner of
The Vertical Group, L.P., a Delaware limited partnership, the sole general
partner of VFI and VFII. VFI and VFII are members of ev3 LLC, a Delaware
limited liability company, which wholly owns Micro Investment, LLC, a
Delaware limited liability company ("Micro LLC"). By reason of the
provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as
amended, the reporting person may be deemed to be the beneficial owner of
all of the shares of Common Stock owned by Vertical as well as an
indeterminate portion of the 24,336,759 shares of Common Stock owned by
Micro LLC. The reporting person disclaims beneficial ownership of all
shares of Common Stock owned by Vertical and the reporting person disclaims
beneficial ownership of all shares of Common Stock owned by Micro LLC, in
each case, except to the extent of any indirect pecuniary interest therein.
