The AO Foundation and Synthes Inc. agree to continue cooperation

08. November 2007

The AO Foundation and Synthes Inc. agree to continue cooperation.The parties jointly announced today that Synthes has agreed to acquire substantially all of the Intellectual Property of the AO for approximately CHF 1.0 billion.

Synthes Inc. have agreed to acquire the Synthes trade names and brands and substantially all of the Intellectual Property including patents and know-how from the commercial subsidiary of the AO Foundation in Chur.

The consideration for the assets which are being purchased is approximately CHF 1 billion, payable as follows:

Shares of common stock of Synthes, Inc. plus CHF 475 million in cash including CHF 100 million at closing, CHF 75 million six months after closing and CHF 300 million in equal installments over a six year period.

Additionally, Synthes and AO have entered into a separate agreement to continue their collaboration. The AO Foundation will continue the mission of educating surgeons, conducting basic and clinical research and providing technical services to assure the safety and efficacy of osteosynthesis products. The transaction is projected to be modestly accretive to earnings for the first year of operations after closing.

A fairness opinion has been provided by Credit Suisse to Synthes, Inc. The closing of the transaction is subject to usual and customary conditions, as well as certain regulatory approvals.

Hansjoerg Wyss, Chairman and CEO of Synthes, states "This transaction makes Synthes a complete company in terms of the ownership of all of the Intellectual Property, trade names and marks upon which the company's revenues are based, provides for a financially healthy future for the AO and preserves the relationship between Synthes and the AO Foundation for the benefit of both patients and surgeons worldwide."

Dr. James Kellam, President of the AO Foundation states "This agreement with Synthes is a major positive step in the ongoing evolution of the AO.  It provides the AO Foundation with a solid financial basis to allow us to achieve our next level of excellence in education, research, quality assurance and development.  Our newly gained financial strength will allow us to significantly advance our regionalization programs and initiatives.  The ability of the foundation to be able to successfully negotiate this agreement is a result of the exceptional cooperation and dedication of all those involved with the AO concept."