SORIN GROUP ANNOUNCES FINAL FINANCIAL RESULTS FOR 2014

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1 Press Release SORIN GROUP ANNOUNCES FINAL FINANCIAL RESULTS FOR 2014 Consolidated results for 2014: Revenues were million, up 3.4% 1 compared to 2013; Adjusted net profit 2 was 55.1 million compared to 60.8 million in 2013, including a 5.3 million impact from New Ventures and a 10.0 million unfavorable foreign exchange effect Net financial debt as of December 31, 2014 was million, compared to 68.7 million as of December 31, For 2015, the Company expects revenues to grow 4-6% 1 over 2014 and Adjusted net profit 2 substantially in line with For the first quarter of 2015, Sorin Group expects revenues to grow 2-3% 1. Milan, 16 March 2015 At a meeting held today and chaired by Rosario Bifulco, the Sorin S.p.A. Board of Directors approved the Draft of the 2014 Financial Statements, which will be submitted to the next Shareholders meeting convened for April 30, final results are substantially in line with the preliminary figures published on February 11, The top-line performance in 2014 was driven by strong results of the cardiopulmonary products and by continuous improvement in the CRM business. Net earnings were also in line with our expectations taking into account the negative impact of FX and our continued investments in growth initiatives. During 2014, the Company continued the roll-out of important new products, made significant progress on the development of its New Ventures programs and also closed several strategic deals including the joint venture with MicroPort in CRM and the acquisition of Oscor s leads business, said André-Michel Ballester, Sorin Group's Chief Executive Officer. Recently Sorin Group also announced the transformational merger plan with Cyberonics Inc. to create a new global leader in medical technologies. We expect this deal to further accelerate our growth strategy and build significant shareholder value, he added. CONSOLIDATED RESULTS FOR 2014 In 2014, Sorin Group reported revenues of million, a 3.4% 1 increase compared to Gross profit in 2014 was million, or 58.8% of revenues, compared to 59.1% of revenues in The decrease in Gross margin is mainly due to an unfavourable country mix, to pricing erosion in CRM globally and to the effect of foreign exchange rates, partially compensated by continuous progress in manufacturing efficiencies. 1 At comparable exchange rates and perimeter 2 Adjusted net profit: net profit before after-tax non-recurring income and expenses (special items) 1

2 Selling, general and administrative (SG&A) expenses were million compared to million in At constant foreign exchange rates, SG&A were substantially flat over the same period of Research and development (R&D) expenses were 80.3 million (10.8% of revenues) compared to 73.7 million (10.0% of revenues) in EBITDA was million, or 16.2% of revenues, compared to million, or 17.8% of revenues in EBITDA included a 7.2 million impact from New Ventures and reflected a 14.0 million unfavorable foreign exchange effect. EBIT was 73.7 million compared to 68.6 million in EBIT before special items was 73.4 million in 2014 compared to 82.8 million in Special items, positive for 0.4 million in 2014, primarily included restructuring charges for 1.5 million and 7.9 million related to the impact from the sales return reserve, balanced by a 15.5 million income related to the insurance indemnification for the earthquakes in Emilia of The remaining non-recurring charges mainly refer to business development activities and litigation costs. Net financial charges were 7.8 million compared to 5.7 million in 2013, reflecting FX charges. On a run-rate basis, the financial charges in 2014 increased by 0.2 million compared to Net profit was 52.0 million compared to 48.9 million in The net profit for 2014 includes 15.5 million, considered the minimum insurance payment due to the Company in relation to the damage caused by the 2012 earthquakes. Negotiations for the definitive settlement are expected to be finalized in the short-term. Adjusted net profit 3 was 55.1 million, compared to 60.8 million in Adjusted net profit included a 5.3 million impact from New Ventures and reflected a 10.0 million unfavorable foreign exchange effect. Net financial debt as of December 31, 2014 was million, compared to 68.7 million as of December 31, 2013 ( million as of September 30, 2014). Special items for the period were negative for 60.7 million, including 38.5 million for business development initiatives (see details in the attached table). In 2014, the Company's free cash flow 4 amounted to 5.0 million, reflecting one-off investments related to the reconstruction of the Mirandola site and a temporary absorption in working capital. Significant events occurring after December 31, 2014 On February 26, 2015, Sorin and Cyberonics Inc. announced their merger plan to create a new global leader in medical technologies 5. This merger is expected to drive significant value for shareholders by leveraging combined strengths, capturing new opportunities and creating new solutions to benefit patients and healthcare professionals alike. The transaction is currently expected to be completed by the end of the third calendar quarter of 2015 and is subject to approval by both Sorin and Cyberonics shareholders, the 3 Adjusted net profit: net profit before after-tax non-recurring income and expenses (special items) 4 Free cash flow: net profit + depreciation, amortization and writedowns ± working capital investments. This account is net of the impact of special items 5 See press release dated February 26,

3 receipt of required antitrust and regulatory clearances, and other customary closing conditions. Guidance for the current fiscal year and for the first quarter of 2015 For 2015, the Company expects revenues to grow by 4-6% 6 over 2014 and Adjusted net profit 7 of approximately 55 million, equivalent to Adjusted EPS (Earnings per share) of 11.5 euro cents, substantially in line with Sorin expects the temporary dilutive effect of the New Ventures to be in the region of 10 million (of which approximately 3 million incremental compared to 2014) at EBITDA level. FX impact for 2015 is expected neutral at current FX rates. For the first quarter of 2015, Sorin Group expects revenues to grow 2-3% 6 over the same period of Results of the parent company, Sorin S.p.A. The Board of Directors approved the financial statements of the parent company, Sorin S.p.A., which recorded a net profit of 46.5 million ( 28.5 million in 2013), and proposed to allocate the profit to the legal reserve ( 2.3 million) and retained earnings ( 44.2 million). Call of the Shareholders' meeting The draft of the 2014 consolidated financial statements approved by the Sorin S.p.A. Board of Directors will be submitted to the next Shareholders meeting convened for April 30, 2015 (single call). The Shareholders' meeting will also be called upon to pass a resolution in relation to the appointment of members of the Board of Directors and the report on the Management compensation according to art. 123-ter of TUF. The documentation required by prevailing laws and regulations in relation to the aforementioned matters and in relation to the proposals to be submitted to the Shareholders' meeting will be filed in the period required by law with the registered office of the Company and will also be available on the Internet site: Investor Relations section. The corporate officer responsible for the company s financial reports, Demetrio Mauro, declares, pursuant to Paragraph 2 of Article 154-bis of the Consolidated Law on Finance that the accounting information contained in this press release corresponds to the documented results and the accounting books and records. In addition to the conventional indicators recommended by the IFRS, this press release provides alternative performance indicators. These indicators should not be considered as replacements for the conventional indicators recommended by the IFRS, but rather as an additional source of information, representative of the income statement, balance sheet and financial position parameters used internally in the decision-making process. An explanation of the meaning and structure of these alternative performance indicators is provided in the Interim Report on Operations at June 30, At comparable exchange rates and perimeter 7 Adjusted net profit: net profit before after-tax non-recurring income and expenses (special items) 3

4 This press release contains forward-looking statements. These statements are based on the Group s current expectations and projections about future events and, by their nature, are subject to inherent risks and uncertainties. They relate to events and depend on circumstances that may or may not occur or exist in the future, and, as such, undue reliance should not be placed on them. Actual results may differ materially from those expressed in such statements as a result of a variety of factors, including: continued volatility and further deterioration of capital and financial markets, changes in commodity prices, changes in general economic conditions, economic growth and other changes in business conditions, changes in laws and regulations (both in Italy and abroad), and many other factors, most of which are outside of the Company s control. The amounts indicated in the reclassified layouts of the attached tables are not included in the audit by the Independent Auditors. In addition, notice that the issue of the December 31 st, 2014 auditor s report of Sorin Group Financial Statements is still in progress. About Sorin Group Sorin Group (Reuters Code: SORN.MI), is a global medical device company and a leader in the treatment of cardiovascular diseases. The Company develops, manufactures and markets medical technologies for cardiac surgery and for the treatment of cardiac rhythm disorders. With 3,900 employees worldwide, the Company focuses on two major therapeutic areas: Cardiac Surgery (cardiopulmonary products for open heart surgery and heart valve repair or replacement products) and Cardiac Rhythm Management (pacemakers, defibrillators, cardiac resynchronization devices). Every year, over one million patients are treated with Sorin Group devices in more than 80 countries. For more information, please refer to or contact: Gabriele Mazzoletti Director, Corporate Communications Sorin Group Tel: Mobile: Francesca Rambaudi Director, Investor Relations Sorin Group Tel:

5 CONSOLIDATED REVENUES BY BUSINESS UNIT - YEAR 2014 Cardiac Surgery FY Reported FY 2014 Adjusted FY 2013 Adjusted Underlying Growth Change Underlying Change FX Underlying Growth % in sales in impact sales % perimeter perimeter Heart-lung machines % (0.9) % Oxygenators % (2.4) % Autotransfusion machines and devices % (0.7) % Mechanical heart valves % (0.2) % Tissue heart valves % (0.9) % Other % (0.2) % Total % (5.3) % Cardiac Rhythm Management FY Reported FY 2014 Adjusted FY 2013 Adjusted Underlying Growth Sales Underlying Change FX Underlying Growth % return sales in impact sales % reserve perimeter High Voltage (defibrillators, CRT-D) % (0.7) % Low Voltage (pacemaker) % (2.2) % Other % (0.1) % Total % (3.0) % 5

6 CONSOLIDATED INCOME STATEMENT (by function/destination) FY % Change Net Revenues % Cost of Product sold (308.0) (301.7) +2.1% Gross Profit % % of net revenues 58.8% 59.1% Selling, General & Administrative expenses (285.2) (280.3) +1.8% % of net revenues (38.2%) (38.0%) Research and Development costs (80.3) (73.7) +8.9% % of net revenues (10.8%) (10.0%) Special items 0.4 (14.2) n.m. EBIT % % of net revenues 9.9% 9.3% Financial income (expenses) (7.8) (5.7) +37.5% Income from ( expenses on) investments in affiliate and in other companies (4.9) (4.7) +5.7% Income taxes (9.0) (9.4) -3.9% Net profit % % of net revenues 7.0% 6.6% EBITDA % % of net revenues 16.2% 17.8% EBIT before special items % % of net revenues 9.8% 11.2% Adjusted Net profit % % of net revenues 7.4% 8.2% 6

7 SPECIAL ITEMS IMPACT ON NET PROFIT FY Net profit Special items income /(charges): Litigations (2.5) (2.1) Business development expenses (1.2) (0.4) Valuation of provision for employee benefits (0.3) (0.3) Restructuring (1.5) (7.2) Income/expenses related to the earthquake Writedown in projects involving intangible assets (0.0) (2.2) Voluntary recall of Isoline leads -- (0.2) Others (8.7) (2.1) Income from ( expenses on) investments in affiliate and in other companies (business dev.) (4.6) (2.2) Total special items (4.2) (16.4) Taxes Adjusted Net profit

8 NET FINANCIAL DEBT Change (*) Non current financial assets - Assets from financial derivatives Other current financial assets Current financial assets - Assets from financial derivatives Other current financial assets Cash and cash equivalents Total financial assets Non current financial liabilities - Liabilities from financial derivatives (2.2) (0.6) Other non current financial liabilities (114.1) (20.7) Current financial liabilities - Liabilities from financial derivatives (1.3) (1.6) Other current financial liabilities (36.3) (109.8) Total financial liabilities (153.9) (132.7) Net financial debt (124.4) (68.7) current portion (8.3) (47.5) non-current portion (116.1) (21.2) (*) Change in absolute v alue NET FINANCIAL DEBT - MATURITY PROFILE and TOTAL beyond Medium-long term loan (11.5) (18.0) (33.7) (62.4) (125.6) Factoring with recourse (2.8) (2.8) Other short term debt (22.1) (22.1) Net (payables) receivables on derivatives (0.1) (0.8) (0.6) (0.7) (2.3) Other financial assets Cash and cash equivalents Total (8.3) (18.8) (34.3) (62.9) (124.4) Average duration (years) 3.1 8

9 NET FINANCIAL DEBT - IMPACT OF SPECIAL ITEMS Change Decrease / (Increase) 12 months Net financial debt at the beginning of the period Net financial debt at the end of the period (68.7) (124.4) Change (55.7) Special items (cash out) / cash in Factoring w/o recourse 1.8 Restructuring charges (4.0) Business development activities (38.5) Buyback of Sorin shares (5.3) Impact of fair value of hedging portfolio (12.8) Litigations/Settlements/Others (1.9) Total special items Change in net financial debt before special items (Free cash flow) (60.7) 5.0 9

10 CONSOLIDATED STATEMENT OF FINANCIAL POSITION Change (*) Property, plant and equipment Goodwill and other intangibles Equity investments in affiliates and other companies Capital invested in non-current assets Inventories Trade accounts receivable Trade accounts payable (109.3) (95.3) Other assets (liabilities) (19.1) (30.9) Working capital Provision for employee severance indemnities and other employeebenefit provisions (29.7) (26.4) +3.3 Provisions for risks and charges (6.4) (8.4) -2.0 Net invested capital Shareholders' equity Net indebtedness (124.4) (68.7) (*) Change in absolute value 10

11 SORIN S.P.A. Income Statement Change Net Revenues % Other revenues and income n.a. Purchases, services and other costs (13.2) (15.5) -14.7% Personnel expense (8.3) (9.0) -7.7% Depreciation, amort. and writedowns (1.1) (1.2) -1.6% EBIT (13.3) (14.6) -8.7% Financial income (expense) (2.3) (1.7) 37.0% Income from (expenses on) investments in subsidiaries % Profit (loss) before taxes % Income taxes % Profit (loss) % Statement of Financial position (Euro/million) Change (*) Property, plan and equipment Other intangibles Equity investments in subsidiaries and other companies Capital invested in non-current assets Working capital Provision for employee severance indemnities and other employee-benefit provisions (0.3) (0.2) +0.0 Net invested capital Shareholders' capital Non current financial assets Current financial assets - Assets from financial derivatives Other current financial assets Cash and cash equivalents Total financial assets Non current financial liabilities - Liabilities from financial derivatives (2.1) (0.6) Other non current financial liabilities (91.6) Current financial liabilities - Liabilities from financial derivatives (2.4) (12.2) Other current financial liabilities (136.8) (175.3) Total financial liabilities (232.9) (188.1) Net financial debt (6.3) (29.2) (*) Change in absolute value 11

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