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Volcano Corporation Prices Offering Of $400 Million 1.75% Convertible Senior Notes Due 2017
Date:12/5/2012

s from the sale of the notes to pay the cost of the convertible note hedge transactions described below (after such cost is partially offset by the proceeds that Volcano expects to receive from the warrant transactions described below) and may use up to $105 million of the net proceeds from the offering to fund repurchases of up to $90 million of its outstanding 2.875% Convertible Senior Notes due 2015 (the "2015 Notes").  Volcano may also use a portion of the net proceeds to invest in or acquire complementary products, businesses or technologies.  The remaining net proceeds are intended for working capital and general corporate purposes. 

In connection with any repurchases of Volcano's outstanding 2015 Notes, Volcano expects to terminate the convertible note hedge transactions and warrant transactions it entered into at the time of the offering of the 2015 Notes in an amount corresponding to the portion of the 2015 Notes so repurchased, and Volcano expects to receive from its counterparty to these transactions a net payment resulting from such partial termination, the amount of which will depend on many factors, including, without limitation, the market price of Volcano's common stock and overall market conditions at the time these transactions are partially terminated. Volcano has been advised by its counterparty to these transactions that it or its affiliate does not expect to unwind its existing hedge positions with respect to these transactions and will instead use these existing hedge positions in connection with establishing its initial hedge positions with respect to the convertible note hedge transactions and warrant transactions entered into in connection with this offering of notes.

In order to reduce the potential dilution of Volcano's common stock upon future conversion of the notes, Volcano has entered into convertible note hedge transactions with the underwriters and/or their respective affiliates (the "option counterpart
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