Stephen Meyer Letter to Welch Allyn employees

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Letter from Welch Allyn President and CEO Stephen F. Meyer to employees of the medical device maker regarding the company's acquisition by Hill-Rom.

Transcript of Stephen Meyer Letter to Welch Allyn employees

FINAL WA Employee Letter to WA Employees (00689950.DOCX;12)

hCorporate Headquarters4341 State Street Road, P.O. Box 220Skaneateles Falls, NY 13153-0220 USAPhone: 800.535.6663 Fax: 315.685.3361www.welchallyn.com

Memorandum

June 17, 2015

Dear Colleague,

As you all know, 2015 is a historic year for Welch Allyn as we celebrate our 100-year anniversary. Today marks a significant milestone for the future of our company. I am pleased to announce that this morning we entered into an agreement to combine with Hill-Rom, a top global medical technology company. Together, our companies have nearly two centuries of medical device innovation and we intend to combine our unique strengths to develop new technologies that enhance clinical and economic outcomes for patients and their caregivers. I encourage you to read more about this transaction in the attached press release we issued today.

For those who are unfamiliar, Hill-Rom focuses on patient care solutions that improve clinical and economic outcomes in advancing mobility, wound care and prevention, clinical workflow, surgical safety and efficiency, and respiratory health. Hill-Roms products are used in hospital rooms, operating rooms, long-term care facilities and homes around the world. Like our company, Hill-Rom is widely trusted by medical professionals around the globe. You can read more about Hill-Rom on its website at: www.hill-rom.com. We also encourage you to read the attached fact sheet about Hill-Rom, its mission and leadership.

Importantly and this is something I am particularly proud of Hill-Rom is committed to building on our companys legacy and preserving the strong Welch Allyn brand. The combined company will maintain a substantial presence in Skaneateles Falls and Tijuana, and will be headquartered in Chicago. Hill-Rom appreciates the deep connections we have developed with our communities and is committed to maintaining Welch Allyns relationships. There will continue to be many familiar faces as certain members of Welch Allyns senior management will stay deeply involved as part of the combined company.

The Welch Allyn shareholders so strongly believe in the power of this combination and its prospects for growth that they are taking a significant ownership stake in the combined enterprise. By becoming part of a bigger, publicly-traded enterprise, Welch Allyn can better compete in the industry and innovate in ways greater than ever before.

What Happens Next?

As for next steps, Welch Allyn and Hill-Rom will each appoint integration planning leaders to a joint team to help ensure a smooth transition process as we become part of Hill-Rom, and we will expect a number of you to be involved in these efforts. We and Hill-Rom believe that combining our companies will be beneficial to employees and provide for greater opportunities for professional growth as part of a larger, more diversified global business.

This transaction will be subject to regulatory approvals and other customary closing conditions. Until the transaction is completed, which we currently expect will occur before the end of September 2015, Hill-Rom and Welch Allyn will remain separate companies. This means each of us has an important responsibility to continue to focus on our goals and deliver patients and healthcare professionals with the highest quality products, services and solutions that they have come to expect from Welch Allyn.

I recognize that you will have many questions about this announcement. To address some of those, we have prepared the attached FAQs. Please understand that this is the first step in a process. We do not yet have all the answers to your questions, but we will work hard to provide as much information to you as possible, and as quickly as possible.

Of course, our upcoming celebration of Welch Allyns first 100-years will continue as planned, and together with our new partner, Hill-Rom, we can plan for and celebrate our next 100-years together.

Whats the rationale?

This transaction is a testament to the strength of our brand, our products and the legacy of innovation we have built together over the last century. Importantly, Hill-Rom is impressed and inspired by our teams relentless pursuit to find pragmatic ways to improve lives. Since 1915, Welch Allyn has committed itself to making things better for our patients and their families.

As we have communicated recently, the Board and management team have been considering opportunities for Welch Allyns next phase of growth. We have carefully evaluated a broad range of alternatives for our company to achieve even more scale and improved product differentiation. Throughout this process, it became clear that a combination with a globally recognized leader in our industry represented a natural strategic fit and we have every confidence that Hill-Rom is the right partner for Welch Allyn. By combining with Hill-Rom, we are ensuring that Welch Allyn not only continues to deliver upon our vision of providing leading medical diagnostic technology, but also exceeds our patients and customers expectations. As part of the Hill-Rom family, we will enhance outcomes for patients and their caregivers, every day and around the world.

By bringing our two extraordinary organizations together, we will create a global leader in patient care solutions, positioning Welch Allyn for significant advancement as part of something far greater. Through this combination, we will have enhanced global reach, an expanded and innovative portfolio and an even more advanced R&D team all of which will create tremendous value for our customers, our shareholders, and you, our colleagues.

On behalf of our Board, shareholders and management team, I want you to know how much we value your contributions to help make Welch Allyn the great company it is today. In todays evolving healthcare market, your hard work continues to impress and deliver meaningful results and outcomes. Your unwavering commitment to our customers and patients has enabled Welch Allyn to thrive in the competitive markets in which we operate. A hundred years ago our founders shared a vision to transform healthcare and improve health outcomes. Today marks the beginning of the next hundred years.

I look forward to all that we will achieve together in the future as part of Hill-Rom.

Sincerely,

Stephen F. MeyerPresident & CEO Welch Allyn, Inc.