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Acquisition of Jostra Group

Acquisition of Jostra Group. GETINGE has signed an agreement to purchase 100% of the shares of Jostra A.G. GETINGE will not acquire Jostra’s former US operations Jostra Bentley and Jostra Life Stream

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Acquisition of Jostra Group

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  1. Acquisition of Jostra Group GETINGE has signed an agreement to purchase 100% of the shares of Jostra A.G. GETINGE will not acquire Jostra’s former US operations Jostra Bentley and Jostra Life Stream The acquisition is subject to German antitrust clearance which could be obtained within 4 - 5 weeks

  2. Background Cardiovascular Disease Leading cause of death and disability especially in developed countries and increasingly in emerging countries Blood pumps, oxygenerators and vascular access are the key technologies for cardiopulmonary by-pass. They have enabled the growth of cardiac surgery The number of open heart operations increased significantly to presently > 1 million cases and will grow to > 1.6 million cases per year worldwide by 2007

  3. Background Cardiovascular Disease Currently close to 90% of cardiac surgery is performed on-pump The Cardiopulmonary market is valued at approx. 4 500 MSEK and is expected to grow in mid-single digits - faster for Europe and emerging markets Heart valve procedures are growing faster and no off-pump procedure exists

  4. Jostra in brief Sales approx 90 M EUR in 2002 Associates ~ 600 Sales in 100 countries, own sales companies in: Germany, France, Italy, Japan, Canada, Spain, UK, Netherlands, Sweden, China, Hong Kong Production: Germany (2 sites), Sweden and Denmark Products: Heart lung machines, Oxygenators, Centrifugal pumps, related Disposables, Minimal Invasive on-pump Equipment, Autotransfusion Excellent technology and product pipeline, 55 issued patents Good track record of organic growth 10% +

  5. Jostra Products Hardware HL 30 Perfusion Work Station HCU 30 Heater Cooler Unit

  6. Jostra Disposables pediatric --> adult Oxygenators Tubing sets Reservoirs Filters Cannulae / Catheters Centrifugal pumps

  7. Jostra MECC: for minimal invasive On Pump Procedures On Pump 88 % minimally invasiveon pump systems MECC Off Pump 12 % Traditional CPB MECC

  8. Jostra RotaCell - Autotransfusion For collection, washing and reinfusion of patient blood Variable separation chamber - pediatrics Product not launched

  9. Market Shares Heart-Lung Machines

  10. Market Shares Oxygenators

  11. Sales by Products EUR 90 million

  12. Sales Breakdown by Region 2002 EUR 90 million

  13. Jostra Integration Focus and Targets Integration of Jostra’s sales and marketing organisation with that of Surgical Systems Improved production structure Reinforce sales and marketing organisation to drive market penetration in Europe and emerging markets Focus the R&D pipeline to deliver new technologies in a speedy and timely manner

  14. Jostra Acquisition Financials Price of shares 23.6 M EUR Assumed net debt 36.4 M EUR Restructuring costs: approx. 15 M EUR The goodwill amounts to 37 M EUR The target is to improve Jostra’s EBIT margin to 12 - 15% within 3 years after goodwill amortization Contribution to group earnings in 2003 will be slightly negative to neutral (depending on date of consolidation with GETINGE) Contribution to group pre-tax profit including goodwill amortization and related financial charges will be in the range of EUR 5 - 6 million in 2004

  15. Jostra future Opportunities Entry into the autotransfusion market valued at 3 billion SEK Penetration with the minimal invasive MECC technology for on pump procedures and potentially for beating-heart procedures Improved market penetration through intensified sales and marketing efforts backed by good technology Synergies from integration Further growth through acquisition for global leadership

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