Filed by FoxHollow Technologies, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
And deemed filed pursuant to Rule
14a-12 under the
Securities Exchange Act of 1934
Subject Company: FoxHollow Technologies, Inc.
File No. of Related Registration Statement: 333-145554
From:
Matt Ferguson [mailto:mferguson@foxhollowtech.com]
Sent:
Monday, September 17, 2007 6:22 PM
To:
FoxHollow
Subject:
ESPP & Other Stock Matters
Due to the impending
merger with ev3, we need to make you aware of the following events and information:
Change In ESPP Purchase Date:
The merger agreement makes it necessary to complete our ESPP purchase prior to the closing of the merger (expected
to be October 5, 2007). As a result, the ESPP purchase that was planned for 11/1/07 has been moved up to 10/1/07. The merger makes this change necessary. The attached document contains information, deadlines and FAQs regarding
the new purchase date. Please note, however, that the last day to withdraw from the ESPP is 9/24/07. If you wish to withdraw from the plan, your withdrawal paperwork must be received by Payroll and Angie Nelson no later than 5:00 pm on
September 24
th
. A withdrawal form is attached and can be faxed to Payroll at 650-421-8412. Payroll will send you an e-mail confirming receipt of your
Notice. If you do not receive this e-mail confirmation, please contact our payroll manager, Eric Fischer.
Employees will be able to participate in
ev3s ESPP starting on 1/1/08.
Black-out Period:
There will be a black-out period for ALL FoxHollow employees starting on 10/1/07 and ending approximately one week following the closing of the merger. During this time employees will not be allowed to exercise options or sell any
stock holdings. It is important to note that this black-out period is separate from the normal black-out period reserved for employees who are insiders.
E*TRADE Will Remain The Combined Companys Broker After The Merger:
After the merger is completed, E*TRADE will remain as
broker. This means that employees will be able to continue to exercise options and sell stock in their existing E*TRADE accounts.
Formula For
Computing The Conversion Of FoxHollow Options To ev3 Options:
Upon the closing of the merger, FoxHollow options will be assumed by ev3 and become
options to purchase the common stock of ev3. Pasting the following link into your browser address bar will take you to the list of merger-related frequently asked questions on FoxHollows intranet. Within this list is a sample conversion
formula that is useful in approximating the number of shares of ev3 stock that will be received after the merger is completed.
http://hawksnest/FoxHollowEmployeeFAQUpdate072407.pdf
Thanks for your time reviewing this message and the attached materials.
Matt
Matthew Ferguson
Chief
Financial Officer
FOXHOLLOW
650.421.8501 tel
650.421.8677 fax
mferguson@foxhollowtech.com
Forward-Looking Statements
This communication
contains forward-looking statements about ev3 and FoxHollow within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the expected timing of the
completion of the transaction, the combined companys plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as anticipate,
believe, plan, estimate, expect, intend, will, should, may, or words of similar meaning and any other statements that are not historical facts. Such
forward-looking statements are based upon the current beliefs and expectations of ev3s and FoxHollows management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which
are difficult to predict and generally beyond the control of ev3 and FoxHollow. Actual results may differ materially from the results anticipated in these forward-looking statements.
The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking
statement: general business and economic conditions; the ability to obtain governmental approvals of the transaction on a timely basis; the failure of FoxHollow stockholders to approve the transaction; the competitive environment; the failure
to realize synergies and cost-savings from the transaction or delay in realization thereof; the businesses of ev3 and FoxHollow may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to
accomplish than expected; and operating costs and business disruption following the merger, including adverse effects on employee retention and on our business relationships with third parties, including physicians, providers and
distributors. Additional factors that could cause ev3s and FoxHollows results to differ materially from those described in the forward-looking statements can be found in ev3s and FoxHollows Annual Reports on Form 10-K
for the year ended December 31, 2006, and ev3s Quarterly Report on Form 10-Q for the quarter ended July 1, 2007 and FoxHollows Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and in the information/proxy
statement-prospectus which forms a part of ev3s registration on Form S-4, which are filed with the Securities and Exchange Commission and available at the SECs web site at www.sec.gov. The information set forth herein speaks only as
of the date hereof, and ev3 and FoxHollow disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this communication.
Important Additional Information for Investors and Stockholders
This
communication is being made in respect of the proposed business combination involving ev3 and FoxHollow. In connection with the proposed transaction, on August 17, 2007, ev3 filed a Registration Statement on Form S-4 (SEC File
No. 333-145554) with the SEC that contains an information/proxy statement-prospectus.
INVESTORS AND SECURITY HOLDERS OF EV3 AND FOXHOLLOW ARE URGED TO READ THE INFORMATION/PROXY STATEMENT-PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS)
AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT EV3, FOXHOLLOW AND THE PROPOSED TRANSACTION.
Investors and security holders are be able to obtain free copies of the registration statement and the information/proxy statement-prospectus and other documents filed
with the SEC by ev3 and FoxHollow at the SECs web site at www.sec.gov. Free copies of the registration statement and the information/proxy statement-prospectus and other documents filed with the SEC can also be obtained by directing a
request to ev3, Attention: Investor Relations Dept., telephone: (763) 398-7000; or at ir@ev3.net or to FoxHollow, Attention: Investor Relations Dept., telephone (650) 421-8449, or at investorrelations@foxhollowtech.com. In
addition, investors and security holders may access copies of the documents filed with the SEC by ev3 on ev3s website at www.ev3.net, and investors and security holders may access copies of the documents filed with the SEC by FoxHollow on
FoxHollows website at
www.foxhollowtech.com
.
-2-
ev3, FoxHollow and their respective directors and executive officers and other persons may be deemed to be participants
in the solicitation of proxies from the stockholders of FoxHollow in respect of the proposed transaction. Information regarding ev3s directors and executive officers is available in its Annual Report on Form 10-K for the year ended
December 31, 2006, filed with the SEC on March 14, 2007 and the proxy statement for ev3s 2007 Annual Meeting of Stockholders, filed with the SEC on April 16, 2007. Information regarding FoxHollows directors and
executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2006, filed with the SEC on March 13, 2007 and the proxy statement for FoxHollows 2007 Annual Meeting of Stockholders, filed with the
SEC on April 30, 2007. If and to the extent that any of the ev3 or FoxHollow participants will receive any additional benefits in connection with the merger that are unknown as of the date of this filing, the details of those benefits will
be described in the definitive information/proxy statement-prospectus relating to the merger. Investors and stockholders can obtain more detailed information regarding the direct and indirect interests of ev3s and FoxHollows
directors and executive officers in the merger by reading the definitive information/proxy statement-prospectus referred to above.
-3-
FOXHOLLOW TECHNOLOGIES, INC.
Notice of Termination of Employee Stock Purchase Plan
September 17, 2007
Dear Participant:
As you may know, FoxHollow
Technologies, Inc. (the Company) has entered into an Agreement and Plan of Merger (the Merger Agreement) by and among the Company and ev3 Inc., a Delaware corporation (ev3), and certain other parties whereby the
Company will become a wholly owned subsidiary of ev3 (the Merger). The purpose of this letter is to inform you of the termination of the FoxHollow Technologies, Inc. 2004 Employee Stock Purchase Plan (the ESPP) in connection
with the Merger.
Under the terms of the Merger Agreement, all outstanding rights to purchase Company stock under the ESPP must terminate
immediately prior to the Effective Time (as defined in the Merger Agreement) through a final purchase of Company common stock. The Company has determined, in accordance with the requirement of the Merger Agreement, that the final purchase date,
which is defined as the New Exercise Date under the ESPP, will occur on October 1, 2007.
Please note that,
notwithstanding the termination of the ESPP, your accumulated payroll deductions will be used to purchase shares of Company common stock on the New Exercise Date
unless
you choose to withdraw from the ESPP and your withdrawal election
is received by the Company before 5:00 pm on September 24, 2007. If for some reason the Merger fails to occur, the ESPP will continue under its current terms.
When is the ESPP terminating?
Subject to the closing of the Merger, the current offering period will terminate on
the New Exercise Date, and the ESPP will terminate immediately after the final purchase and immediately prior to the Effective Time. This notice shall serve as your advance notification of the final purchase of Company common stock as required by
the terms of the ESPP. Your stock purchase right will be exercised automatically on the New Exercise Date unless you have withdrawn from the offering period prior to the New Exercise Date.
What does the termination of the ESPP mean to me?
On the New Exercise Date, your accumulated payroll deductions will be used to purchase shares of Company common stock, unless you withdraw from the ESPP prior to the New Exercise Date (as further described below). Assuming that you do not
withdraw from the ESPP prior to the New Exercise Date, any of your accumulated payroll deductions that are not used to purchase shares will be returned to you shortly thereafter,
as further described in the ESPP plan document and prospectus. No new offering periods will commence under the ESPP after the New Exercise Date and no
payroll deductions will be made after the New Exercise Date.
What happens to the shares of Company common stock that are purchased for me on the New
Exercise Date?
At the Effective Time any shares of Company common stock that you acquired under the ESPP and that you continue to
hold at the closing of the Merger will be handled on the same terms and conditions as all other shareholders under the terms of the Merger Agreement.
What price will I pay to purchase Company common stock on the New Exercise Date?
Under the terms of the ESPP, the
purchase price per share of Company common stock will equal the
lower of
:
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85% of the fair market value of a share of Company common stock on the Enrollment Date (as defined in the ESPP), or
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85% of the fair market value of a share of Company common stock at the close of market on the New Exercise Date.
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Please review the ESPP plan document and/or your ESPP prospectus if you need further information on the purchase price per share of Company common stock under the ESPP.
May I withdraw from the ESPP prior to the New Exercise Date?
Yes. If you would like to withdraw from the ESPP prior to the New Exercise Date, simply complete the Notice of Withdrawal form, as has been our standard practice, and submit it to Eric Fischer, Payroll Manager and
Angie Nelson, Stock Plan Administrator. To withdraw from the ESPP, this Notice of Withdrawal must be received by 5:00 pm on September 24, 2007.
Once we receive your properly filed Notice of Withdrawal Form, we will send you an e-mail confirming our receipt of your Notice. If you do not receive this e-mail confirmation, please contact Eric Fischer.
If you withdraw from the ESPP, no shares will be purchased for you on the New Exercise Date and your contributions will be refunded to you (without
the payment of any interest) within a reasonable time period.
Do I need to do anything if I want shares to be purchased for me on the New Exercise
Date?
No. No action is necessary.
For Further Information
If you have any additional questions about the termination of the ESPP or the final purchase on the New Exercise Date as described above, please contact Angie Nelson at 650-421-8785, Rocco DiGioacchino at 650-421-8657
or Eric Fischer at 650-839-8017.
Sincerely,
Matthew
Ferguson
Chief Financial Officer
FOXHOLLOW TECHNOLOGIES, INC.
2004 EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL
The undersigned participant in the Offering Period of the FoxHollow Technologies, Inc. 2004 Employee Stock Purchase Plan which began on
,
(the Offering Date) hereby notifies the Company that
he or she hereby withdraws from the Offering Period. He or she hereby directs the Company to pay to the undersigned as promptly as practicable all the payroll deductions credited to his or her account with respect to such Offering Period. The
undersigned understands and agrees that his or her option for such Offering Period will be automatically terminated. The undersigned understands further that no further payroll deductions will be made for the purchase of shares in the current
Offering Period and the undersigned will be eligible to participate in succeeding Offering Periods only by delivering to the Company a new Subscription Agreement.
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Name and Address of Participant:
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Signature:
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Date:
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