Cook Group Incorporated To Remain Privately Owned.

Business Editors/Health and Medical Writers

BLOOMINGTON, Ind.--(BUSINESS WIRE)--Jan. 2, 2003

Officials at Cook Group Incorporated announced today they do not expect to close the merger agreement signed by Cook Group and Guidant Corporation in July 2002. The development, Cook officials stressed, will have no significant impact on the Cook Group companies.

Earlier today, Guidant reported preliminary results of the DELIVER clinical trial, a randomized U.S.-based study comparing the paclitaxel-coated ACHIEVE(TM) Drug Eluting Coronary Stent System manufactured by Cook Incorporated to the PENTA(TM) Coronary Stent manufactured by Guidant. Based on preliminary data reported by Guidant, the conditions outlined in the merger agreement relating to the clinical results of the DELIVER trial will not be met.

"We have always said that it is business as usual at Cook until the conditions of the proposed merger were met," said William A. Cook, founder and chairman of the board of Cook Group Inc. "Drug-eluting stents are outside Cook's core business and any decision whether we choose to be a participant in that market or not should have very little impact on our group of companies."

The terms of the merger agreement include a break-up fee of $50 million paid by Guidant to Cook and an amendment to an existing stent delivery system agreement. The decision not to proceed, officials of both companies reported, was based on the preliminary results reported by Guidant of the DELIVER clinical trial of a paclitaxel-coated stent using Cook's coating technology and Guidant stent components.

"In the last three years, Cook has achieved highly successful outcomes in two clinical trials of our paclitaxel-coated coronary stents. We do not yet know why the DELIVER trial results did not turn out as we expected," said Kem Hawkins, president of Cook Incorporated.

Regardless of the outcome of that study or any termination of the proposed merger, Cook Group will remain a successful privately held business in the communities where it operates in the U.S. and around the world, Cook executives emphasized.

"The Cook Group companies experienced double-digit growth in 2002, and we expect even better financial results in 2003," said Mr. Cook. "Of course, we are all disappointed that the DELIVER trial results reported by Guidant were not better, but everyone here remains very excited about Cook's future as a private company."

With international headquarters in Bloomington, Ind., privately held COOK(R) (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.