Bloomington, Ind. – Cook® Group Incorporated, a privately held group of medical device companies with a 40-year history of product innovation and worldwide growth, has agreed to an acquisition offer from Guidant Corporation in a stock-for-stock transaction worth up to $3 billion, the parties announced today. Cook brings a strong portfolio of advanced technologies in interventional medicine to Guidant, including drug-eluting stents.

“Our philosophy has always been for Cook to succeed as a privately held corporation, and for 40 years that has served us extremely well,” said William A. Cook, founder and chairman of the board of Cook Group Incorporated. “Probably no single company in the medical device industry has equaled the number of revolutionary products that we have invented and produced for the betterment of society. But now, it is time to make plans to protect the company’s future and ensure that this legacy of innovation continues.”

“Through this acquisition, Guidant secures one of the most highly skilled workforces in the medical device industry, one located right in their backyard,” added Mr. Cook. “They also acquire a state-of-the-art medical device manufacturing facility that equals any production operation anywhere in the world, securing their investment in Indiana’s economy. Everyone at Cook Group Incorporated can feel good that the future of our company has been entrusted to a company with the integrity and honesty of Guidant.”

Under the agreement, Guidant will acquire Cook Group Incorporated, parent company of: Cook Incorporated, Bloomington, Ind.; Cook Urological, Spencer, Ind., Sabin Corp., Bloomington, Ind.; Wilson-Cook Medical Inc., Winston-Salem, N.C.; Cook Ireland LTD, Limerick, Ireland; William Cook Europe ApS, Bjaeverskov, Denmark; and William A. Cook Australia, PTY. LTD., Brisbane, Australia. Other Cook-owned sales and distribution companies around the world also are included in the deal.

The agreement to sell announced today sets a framework for the acquisition of Cook Group by Guidant. The closing of the sale will take several months and is expected to be completed by early 2003.

“We are pleased to enter into this agreement with Guidant as it brings us closer to our mutual goal of advancing breakthrough medical technologies to patients, clinicians and other key constituents around the world,” Mr. Cook explained. “Our companies have already demonstrated success under our current agreement for the development and manufacture of paclitaxel-eluting stents. We have also identified many shared values and cultural similarities including our commitment to employees and the communities in which we operate.”

With international headquarters in Bloomington, Ind., privately held COOK® (www.cookgroup.com) is a leading designer, manufacturer and global distributor of minimally invasive medical device technology for diagnostic and therapeutic procedures. Since its founding in 1963, Cook has created innovative technologies for stents and stent-grafts, catheters, wire guides, introducer needles and sheaths, embolization coils, tissue-engineered medical biomaterials, vena cava filters, implanted cardiac lead extraction equipment and other minimally invasive medical devices.