Amendment and Restatement of Purchase Agreement

On January 5, 2017, ICU Medical, Inc., a Delaware corporation (the
Company) and Pfizer Inc., a Delaware corporation (Pfizer) entered
into an Amended and Restated Stock and Asset Purchase Agreement
(the Restated Purchase Agreement) that amended and restated the
Stock and Asset Purchase Agreement (the Original Purchase
Agreement), dated as of October 6, 2016, by and between the Company
and Pfizer, to which, following the satisfaction or waiver of
certain conditions, the Company will purchase the Hospira Infusion
Systems business, consisting of IV pumps, solutions, and
disposables and certain other assets of Pfizer (the Transaction).

Under the terms of the Restated Purchase Agreement, the purchase
price and expected financing were adjusted as follows: Upon
closing, Pfizer will receive 3.2 million newly issued shares of
Company common stock (as in the Original Purchase Agreement) and
$275 million in cash (versus $600 million in the Original Purchase
Agreement), which the Company expects to finance through existing
cash balances and a senior unsecured promissory note in an
aggregate principal amount of $75 million to be issued by the
Company to Pfizer or a direct or indirect subsidiary of Pfizer at
closing (the Senior Note). Under the Restated Purchase Agreement,
Pfizer may be entitled to up to an additional $225 million in cash
based on achievement of agreed performance targets for the combined
company through December 31, 2019, which would be payable after
that date if performance is within the agreed target range. The
Company expects that the transaction will require no external
financing other than the Senior Note.

The Original Purchase Agreement was described in the Companys
Current Report on Form 8-K filed with the Securities and Exchange
Commission (the SEC) on October 13, 2016 and except as noted above,
the material terms of the Restated Purchase Agreement are the same
as the corresponding material terms of the Original Purchase
Agreement. The representations and warranties in the Restated
Purchase Agreement reflect negotiations between the parties and are
not intended as statements of fact to be relied upon by the
Companys shareholders; in certain cases, these representations and
warranties merely represent allocation decisions among the parties,
have been modified or qualified by certain confidential disclosures
that were made between the parties in connection with the
negotiation of the Restated Purchase Agreement, which disclosures
are not reflected in the Restated Purchase Agreement itself, may no
longer be true as of a given date and may apply standards of
materiality in a way that is different from what may be viewed as
material by shareholders. As such, the representations and
warranties are solely for the benefit of the parties to the
Restated Purchase Agreement and may be limited or modified by a
variety of factors, including: subsequent events, information
included in public filings, disclosures made during negotiations,
correspondence between the parties and disclosure schedules to the
Restated Purchase Agreement.

The foregoing description of the Transaction and the Restated
Purchase Agreement does not purport to be complete and is qualified
in its entirety by reference to the Restated Purchase Agreement,
which is filed as Exhibit 2.1 hereto, and is incorporated herein by
reference.

Commitment Letter

On January 5, 2017, as a result of entering into the Restated
Purchase Agreement, the Company and Wells Fargo Bank, National
Association, Wells Fargo Securities, LLC and Barclays Bank PLC
terminated the debt commitment letter (the Debt Commitment Letter)
entered into on October 6, 2016. As a result of the amended terms
of the Restated Purchase Agreement, the Company no longer needed
the funds that would have been supplied to the Debt Commitment
Letter to finance the Transaction.

On January 5, 2017, the Company issued the press release attached
to this Current Report as Exhibit 99.1 hereto.

Cautionary Statements Regarding Forward-Looking Information.

This communication contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
These statements are made to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 and may often be
identified by the use of words such as will, may, could, should,
would, project, believe, anticipate, expect, plan, estimate,
forecast, potential, intend, continue, target, ‘build, expand or
the negative thereof and variations of these words or comparable
terminology. Such forward-looking statements include, without
limitation, statements regarding the Company’s expectations, goals

or intentions regarding the future, including, but not limited to,
its full year 2016 guidance, the Transaction, the expected
timetable for completing the Transaction, benefits and synergies of
the Business or the Transaction, future opportunities for the
Business and products and any other statements regarding the
Companys and the Businesss future operations, anticipated business
levels, future earnings, planned activities, anticipated growth,
market opportunities, strategies, competition, and other
expectations and targets for future periods. Because
forward-looking statements inherently involve risks and
uncertainties, actual future results may differ materially from
those expressed or implied by such forward-looking statements.
Factors that could cause or contribute to such differences include,
but are not limited to: decreased demand for the Company’s
products; decreased free cash flow; the inability to recapture
conversion delays or part/resource shortages on anticipated timing,
or at all; changes in product mix; increased competition from
competitors; lack of continued growth or improving efficiencies;
unexpected changes in the Company’s arrangements with its largest
customers; the parties ability to meet expectations regarding the
timing, completion and accounting and tax treatments of the
Transaction; changes in relevant tax and other laws; the parties
ability to consummate the Transaction; the conditions to the
completion of the Transaction; the regulatory approvals required
for the Transaction not being obtained on the terms expected or on
the anticipated schedule; inherent uncertainties involved in the
estimates and judgments used in the preparation of financial
statements, and the providing of estimates of financial measures,
in accordance with GAAP and related standards or on an adjusted
basis; the integration of the Business by the Company being more
difficult, time-consuming or costly than expected; operating costs,
customer loss and business disruption (including, without
limitation, difficulties in maintaining relationships with
employees, customers, clients or suppliers) being greater than
expected following the Transaction; the retention of certain key
employees of the Business being difficult; the Companys and the
Businesss expected or targeted future financial and operating
performance and results; the Businesss capacity to bring new
products to market, including but not limited to where it uses its
business judgment and decides to manufacture, market, and/or sell
products, directly or through third parties, notwithstanding the
fact that allegations of patent infringement(s) have not been
finally resolved by the courts (i.e., an at-risk launch); the
scope, timing and outcome of any ongoing legal proceedings and the
impact of any such proceedings on the Companys and the Businesss
consolidated financial condition, results of operations or cash
flows; the Companys and the Businesss ability to protect their
intellectual property and preserve their intellectual property
rights; the effect of any changes in customer and supplier
relationships and customer purchasing patterns; the ability to
attract and retain key personnel; changes in third-party
relationships; the impacts of competition; changes in economic and
financial conditions of the Companys business or the Business;
uncertainties and matters beyond the control of management; and the
possibility that the Company may be unable to achieve expected
synergies and operating efficiencies in connection with the
Transaction within the expected time-frames or at all and to
successfully integrate the Business. For more detailed information
on the risks and uncertainties associated with the Companys
business activities, see the risks described in the Companys Annual
Report on Form 10-K for the year ended December 31, 2015 and
subsequent Quarterly Reports on Form 10-Q, all filed with the SEC.
You can access the Companys Form 10-K and Form 10-Qs through the
SEC website at www.sec.gov, and the Company strongly encourages you
to do so. The Company undertakes no obligation to update any
statements herein for revisions or changes after the date of this
communication.