You are cordially invited to attend a virtual special meeting (including any adjournments or postponements thereof, the “Special Meeting”) of stockholders of Intersect ENT, Inc. (“Intersect ENT”) to be held virtually on October 8, 2021, at 8:00 a.m., Pacific time. The Special Meeting can be accessed by visiting www.virtualshareholdermeeting.com/XENT2021SM, where you will be able to listen to the meeting live and vote online. Please note that you will not be able to attend the virtual Special Meeting in person. We have chosen to hold a virtual rather than an in-person meeting due to the continuing public health impact of coronavirus disease 2019 (“COVID-19”).

At the Special Meeting, you will be asked to consider and vote on (i) a proposal to adopt the Agreement and Plan of Merger, dated August 6, 2021 (the “Merger Agreement”), by and among Intersect ENT, Medtronic, Inc. (“Parent”), and Project Kraken Merger Sub, Inc. (“Merger Sub”), (ii) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Intersect ENT’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”), and (iii) a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Intersect ENT, with Intersect ENT continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”).

If the Merger is completed, you will be entitled to receive $28.25 in cash, without interest thereon and less any applicable withholding taxes, for each share of common stock that you own (unless you have properly exercised your appraisal rights), which represents a premium of approximately: (1) 15.2% to $24.52, the closing price of Intersect ENT’s common stock on August 5, 2021, the last full trading day prior to public announcement of Intersect ENT’s entry into the Merger Agreement; and (2) approximately 45.1% to the 30-day volume weighted average price of Intersect ENT common stock of $19.46, ending on July 30, 2021.

The Intersect ENT board of directors (the “Intersect ENT Board”), after considering the factors more fully described in the enclosed proxy statement, has unanimously: (i) determined that the Merger and the transactions contemplated by the Merger Agreement (the “Transactions”) are fair to and in the best interests of Intersect ENT and its stockholders, (ii) approved and declared it advisable, to enter into the Merger Agreement; (iii) directed that the adoption of the Merger Agreement be submitted to a vote of the stockholders of the Company at the Special Meeting; and (iv) subject to the other terms and conditions of the Merger Agreement, resolved to recommend, on behalf of Intersect ENT, that all Intersect ENT stockholders to approve the adoption of the Merger Agreement and approve the Merger in accordance with the General Corporation Law of the State of Delaware (the “DGCL”). The Intersect ENT Board recommends, on behalf of Intersect ENT, that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement.

The proxy statement also describes the actions and determinations of the Intersect ENT Board in connection with its evaluation of the Merger Agreement and the Merger. You should carefully read and consider the entire enclosed proxy statement and its annexes, including, but not limited to, the Merger Agreement, as they contain important information about, among other things, the Merger and how it affects you.

Whether or not you plan to attend the Special Meeting virtually, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote online, your vote will revoke any proxy that you have previously submitted.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the proposal to adopt the Merger Agreement is approved by the affirmative vote of the holders a majority of the shares of Intersect ENT’s common stock that are issued and outstanding as of the close of business on the Record Date.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

On behalf of the Intersect ENT Board, I thank you for your support and appreciate your consideration of this matter.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger, passed upon the merits or fairness of the Merger Agreement or the transactions contemplated thereby, including the proposed Merger, or passed upon the adequacy or accuracy of the information contained in the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated September 7, 2021 and, together with the enclosed form of proxy card, is first being mailed on or about September 7, 2021.

Notice is hereby given that a virtual special meeting of stockholders (including any adjournments or postponements thereof, the “Special Meeting”) of Intersect ENT, Inc., a Delaware corporation (“Intersect ENT”), to be held virtually on October 8, 2021, at 8:00 a.m., Pacific time. The Special Meeting can be accessed by visiting www.virtualshareholdermeeting.com/XENT2021SM, where you will be able to listen to the meeting live and vote online. We are holding the special meeting for the following purposes:

Only stockholders of record as of the close of business on September 3, 2021, are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement or other delay thereof.

The Intersect ENT Board unanimously recommends, on behalf of Intersect ENT, that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

All stockholders are invited to attend the Special Meeting virtually. Whether or not you plan to attend the Special Meeting online, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote online, your vote will revoke any proxy that you have previously submitted. If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING ONLINE, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) BY TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

If you are a stockholder of record, voting online at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” in order to vote online at the Special Meeting.

If you fail to (1) return your proxy card, (2) grant your proxy electronically over the Internet or by telephone or (3) vote online at the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement, but will have no effect on the Compensation Proposal or the Adjournment Proposal.

You should carefully read and consider the entire accompanying proxy statement and its annexes, including, but not limited to, the Merger Agreement, along with all of the documents incorporated by reference into the accompanying proxy statement, as they contain important information about, among other things, the Merger and how it affects you. If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of common stock, please contact our proxy solicitor:

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. You should carefully read and consider the more detailed information contained elsewhere in this proxy statement and the annexes to this proxy statement, including, but not limited to, the Merger Agreement, along with all of the documents we refer to in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under the caption, “Where You Can Find More Information.”

This proxy statement, and any documents to which Intersect ENT refers to in this proxy statement, contains not only historical information, but also forward-looking statements, including all statements relating directly or indirectly to the timing or likelihood of completing the Merger, litigation and other information with respect to our plans and strategies, made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent Intersect ENT’s current expectations or beliefs concerning future events, including but not limited to the expected completion and timing of the proposed transaction, expected benefits and costs of the proposed transaction, management plans and other information relating to the proposed transaction, strategies and objectives of Intersect ENT for future operations and other information relating to the proposed transaction. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” “forecasts,” “should,” “estimates,” “contemplate,” “future,” “goal,” “potential,” “predict,” “project,” “projection,” “target,” “seek,” “may,” “will,” “could,” “should,” “would,” “assuming,” and similar expressions are intended to identify forward-looking statements. Stockholders are cautioned that any forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including in our most recent filings on Forms 10-K and 10-Q, factors and matters described or incorporated by reference in this proxy statement, and the following factors:

Consequently, all of the forward-looking statements that we make in this proxy statement are qualified by the information contained or incorporated by reference herein, including: (i) the information contained under this

caption; and (ii) the information contained under the caption “Risk Factors,” and information in our consolidated financial statements and notes thereto included in our most recent filings on Forms 10-K and 10-Q. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

In addition, any forward-looking statements represent our estimates only as of the date they were made and should not be relied upon as representing our estimates as of any subsequent date. Except as required by applicable law, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. Stockholders are advised to consult any future disclosures that we make on related subjects as may be detailed in our other filings made from time to time with the SEC.

The enclosed proxy is solicited on behalf of the Intersect ENT Board for use at the Special Meeting.

We will hold the Special Meeting virtually on October 8, 2021, at 8:00 a.m., Pacific time and, if applicable, at any adjournment or postponement thereof. The Special Meeting can be accessed by visiting www.virtualshareholdermeeting.com/XENT2021SM, where you will be able to listen to the meeting live and vote online.

At the Special Meeting, we will ask stockholders to vote on proposals to: (1) adopt the Merger Agreement; (2) approve, on an advisory (non-binding) basis, the Compensation Proposal; and (3) adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Only stockholders of record as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. A list of stockholders entitled to vote at the Special Meeting will be available at our principal executive offices located at 1555 Adams Drive, Menlo Park, California 94025, during regular business hours for a period of no less than 10 days before the Special Meeting and at the place of the Special Meeting during the meeting.

As of the Record Date, there were 33,420,243 shares of common stock outstanding and entitled to vote at the Special Meeting.

The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present online or represented by proxy, will constitute a quorum at the Special Meeting. In the event that a quorum is not present at the Special Meeting, it is expected that the meeting will be adjourned to solicit additional proxies.

The affirmative vote of the holders of a majority of the shares of Intersect ENT’s common stock that are issued and outstanding as of the close of business on the Record Date is required to adopt the Merger Agreement. As of the Record Date, 16,710,122 votes constitute a majority of the voting power of the outstanding shares of common stock. Adoption of the Merger Agreement by stockholders is a condition to the closing of the Merger.

The affirmative vote of the holders of a majority of the voting power of the shares present online or represented by proxy at the Special Meeting and entitled to vote on the subject matter is required to approve, on an advisory (non-binding) basis, the Compensation Proposal.

Approval of the proposal to adjourn the Special Meeting, whether or not a quorum is present, requires the affirmative vote of a majority of the voting power of the shares present online or represented by proxy at the Special Meeting and entitled to vote on the subject matter.

An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If a stockholder abstains from voting, that abstention will have the same effect as if the stockholder voted “AGAINST” the proposal to adopt the Merger Agreement and “AGAINST” the proposal to approve, on an advisory (non-binding) basis, the Compensation Proposal. For stockholders who attend the virtual meeting or are represented by proxy and abstain from voting, the abstention will have the same effect as if the stockholder voted “AGAINST” any proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies to approve the proposal to adopt the Merger Agreement if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. As a result, an abstention of any of the aforementioned proposals will be counted for purposes of determining the presence or absence of a quorum and will also count as votes against such proposal.

Each “broker non-vote” will also count as a vote “AGAINST” the proposal to adopt the Merger Agreement, but will have no effect on the Compensation Proposal or any proposal to adjourn the Special

Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the proposal to adopt the Merger Agreement if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. A “broker non-vote” generally occurs when a bank, broker or other nominee holding shares on your behalf does not vote on a proposal because the bank, broker or other nominee has not received your voting instructions and lacks discretionary power to vote the shares. “Broker non-votes,” if any, will be counted for the purpose of determining whether a quorum is present. However, because none of the proposals to be voted on at the Special Meeting are routine matters for which brokers may have discretionary authority to vote, Intersect ENT does not expect any broker non-votes at the special meeting. As such, if you fail to instruct your broker, bank or other nominee how to vote your shares, your shares will not be counted towards a quorum at the Special Meeting.

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 188,923 shares of common stock, representing approximately 0.6% of the shares of common stock outstanding on the Record Date (and approximately 6.3% of the shares of common stock outstanding when taking into account Options and Company RSUs held, in the aggregate, by our directors and executive officers).

Our directors and executive officers have informed us that they currently intend to vote all of their respective shares of common stock (1) “FOR” the adoption of the Merger Agreement, (2) “FOR”, on an advisory (non-binding) basis, the Compensation Proposal, and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

If, at the close of business on the Record Date, your shares are registered in your name with our transfer agent, Computershare Trust Company, N.A., on the Record Date, you may cause your shares to be voted by returning a signed and dated proxy card in the accompanying prepaid envelope, or you may vote online at the Special Meeting. Additionally, you may grant a proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the Internet or by telephone. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares according to your directions.

If you plan to attend the Special Meeting and wish to vote online, you will be given a ballot at the Special Meeting. If your shares are registered in your name, you are encouraged to vote by proxy even if you plan to attend the Special Meeting online. If you attend the Special Meeting and vote online, your vote will revoke any previously submitted proxy.

Voting instructions are included on your proxy card. All shares represented by properly signed and dated proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted:

If, at the close of business on the Record Date, your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee or attending the Special Meeting and voting online with a “legal proxy” from your bank, broker or other nominee. If such a service is provided, you may vote over the Internet or telephone through your bank, broker or other nominee by following the instructions on the voting form provided by your bank, broker or other nominee. If you do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not attend the Special Meeting and vote online with a “legal proxy” from your bank, broker or other nominee, it will have the same effect as if you voted “AGAINST” the proposal to adopt the Merger Agreement but will not have any effect on the Compensation Proposal or the Adjournment Proposal.

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:

If you have submitted a proxy, your virtual appearance at the Special Meeting will not have the effect of revoking your prior proxy; provided that you do not vote online or submit an additional proxy or revocation, which, in each case, will have the effect of revoking your proxy.

If you hold your shares of common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote online at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

Any adjournment, postponement or other delay of the Special Meeting, including for the purpose of soliciting additional proxies, will allow stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned, postponed or delayed.

The Intersect ENT Board, after considering various factors described under the caption, “The Merger—Recommendation of the Intersect ENT Board and Reasons for the Merger,” has unanimously: (i) determined that the Merger and the Transactions are fair to and in the best interests of Intersect ENT and its stockholders, (ii) approved and declared it advisable, to enter into the Merger Agreement; (iii) directed that the adoption of the Merger Agreement be submitted to a vote of the stockholders of the Company at the Special Meeting; and (iv) subject to the other terms and conditions of the Merger Agreement, resolved to recommend, on behalf of Intersect ENT, that all Intersect ENT stockholders to approve the adoption of the Merger Agreement and approve the Merger in accordance with the DGCL.

Accordingly, the Intersect ENT Board recommends, on behalf of Intersect ENT, that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR”, on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

The expense of soliciting proxies will be borne by Intersect ENT. We have retained MacKenzie Partners, Inc. (“MacKenzie”), a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $18,500 plus expenses. We will also indemnify MacKenzie against losses arising out of its provisions of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.

Assuming timely satisfaction of necessary closing conditions, including the approval by stockholders of the proposal to adopt the Merger Agreement, we anticipate that the Merger will be consummated in Spring of 2022.

If the Merger is completed, the shares of Intersect ENT’s common stock will be delisted from Nasdaq and deregistered under the Exchange Act, and shares of Intersect ENT’s common stock will no longer be publicly traded.

At this time, we know of no other matters to be voted on at the Special Meeting. If any other matters properly come before the Special Meeting, your shares of common stock will be voted in accordance with the discretion of the appointed proxy holders.

The proxy statement is available at ir.intersectent.com and clicking on the link titled “Financial Information”.

Unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. Each stockholder in the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce our expenses.

If you would like to receive your own set of our disclosure documents this year or in future years, please contact us using the instructions set forth below. Similarly, if you share an address with another stockholder and together both of you would like to receive only a single set of our disclosure documents, please contact us using the instructions set forth below.

If you are a stockholder of record, you may contact us by writing to Intersect ENT’s Investor Relations at 1555 Adams Drive, Menlo Park, California 94025. Eligible stockholders of record receiving multiple copies of this proxy statement can request householding by contacting us in the same manner. If a bank, broker or other nominee holds your shares, please contact your bank, broker or other nominee directly.

If you have any questions concerning the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of common stock, please contact our proxy solicitor:

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this document contains important information about the Merger and how it affects you.

Intersect ENT is a global ear, nose and throat (“ENT”) medical technology leader dedicated to transforming patient care. Intersect ENT’s common stock is listed on The Nasdaq Global Market (“Nasdaq”) under the symbol “XENT”.

Medtronic is among the world’s largest medical technology, services and solutions companies. Headquartered in Dublin, Ireland, Medtronic was founded in 1949 and serves hospitals, physicians, clinicians, and patients in more than 150 countries worldwide. The common stock of Medtronic plc, the ultimate parent of Medtronic, is listed on the New York Stock Exchange under the symbol “MDT”.

Merger Sub is a wholly-owned subsidiary of Parent and was formed on July 28, 2021, solely for the purpose of engaging in the Transactions, and has not engaged in any business activities other than in connection with the Transactions.

Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into Intersect ENT, with Intersect ENT continuing as the Surviving Corporation. As a result of the Merger, Intersect ENT will become a wholly-owned subsidiary of Parent, and our common stock will no longer be publicly traded and will be delisted from Nasdaq. In addition, our common stock will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as the parties may agree and specify in the certificate of merger).

If the Merger Agreement is not adopted by stockholders, or if the Merger is not completed for any other reason:

At the Effective Time, each share of common stock (other than excluded shares, which include, for example, shares of common stock owned by stockholders who have properly and validly exercised their statutory rights of appraisal in accordance with Section 262 of the DGCL) outstanding as of immediately prior to the Effective Time will be cancelled and automatically converted into the right to receive the Per Share Merger Consideration, without interest thereon and less any applicable withholding taxes.

After the Merger is completed, you will have the right to receive the Per Share Merger Consideration in respect of each share of common stock that you own (less any applicable withholding taxes), but you will no longer have any rights as a stockholder (except that stockholders who properly exercise their appraisal rights will have a right to receive payment of the “fair value” of their shares as determined pursuant to an appraisal proceeding, as contemplated by Delaware law). For more information, please see the section of this proxy statement captioned “The Merger—Appraisal Rights.”

The Intersect ENT Board frequently reviews, with Intersect ENT senior management, and with the assistance of its outside advisors, Intersect ENT’s strategic and financial alternatives in light of developments in Intersect ENT’s business, the sectors in which it competes, the economy generally and financial markets. Over the past eighteen (18) months, this assessment has also been informed by perceptions of the current and prospective impact of the COVID-19 pandemic. As part of this process, members of Intersect ENT senior management have engaged in business development and strategic discussions with participants in the medical device, pharmaceutical and healthcare equipment industries, all with the goal of enhancing value for stockholders and delivering the best possible treatments and services to patients and healthcare providers. Intersect ENT’s strategic discussions have also focused on, among other things, collaborations with other medical device companies.

On June 22, 2020, Mr. Thomas A. West, Chief Executive Officer of Intersect ENT, received a telephone call from Mr. Chris Cleary, Vice President of Corporate Development at Medtronic, noting that Medtronic planned to send a letter proposing to acquire all of the outstanding shares of Intersect ENT for a purchase price of $17.50 per share in cash. Later that day, Medtronic provided the proposal letter via email. Mr. West acknowledged receipt of the acquisition proposal letter via email. Mr. West promptly notified the Intersect ENT Board of the acquisition proposal letter. On June 22, 2020, shares of Intersect ENT common stock closed on Nasdaq at $12.60 per share.

On June 25, 2020 the Intersect ENT Board convened via teleconference. At that time, the Intersect ENT Board agreed to establish the Intersect ENT Transaction Advisory Committee to guide the interactions between Intersect ENT, its advisors and Medtronic and to preview any recommendations or proposals prior to full

Intersect ENT Board review. The Transaction Advisory Committee was comprised of the following Intersect ENT Board members: Kieran Gallahue, Dana Mead and Cindy Lucchese, each of whom are independent directors and were chosen based on their experience with strategic transactions, existing roles on our Intersect ENT Board and willingness to serve on the Transaction Advisory Committee. In addition, the Intersect ENT Board agreed to engage Goldman Sachs & Co. LLC as financial advisor to Intersect ENT (“Goldman Sachs”) and Cooley LLP as Intersect ENT’s outside legal counsel (“Cooley”) for the purpose of assisting the Intersect ENT Board in evaluating the acquisition proposal letter. Over the course of the next few weeks, Intersect ENT senior management, Intersect ENT’s advisors and the Transaction Advisory Committee worked to develop their analyses of the proposed acquisition and of Intersect ENT’s various alternatives thereto in order to present their analyses to the full Intersect ENT Board and respond to the Medtronic offer.

On July 7, 2020, Intersect ENT’s Transaction Advisory Committee held a meeting via teleconference where members of Intersect ENT senior management and Goldman Sachs, relying on certain financial projections prepared by Intersect ENT senior management and approved for Goldman Sachs’ use, presented a valuation model and analysis of the proposed acquisition to Intersect ENT’s Transaction Advisory Committee. Later in the afternoon, after the close of the U.S. financial markets, a Bloomberg article reported that Medtronic had made an offer to acquire Intersect ENT. On July 7, 2020, shares of Intersect ENT common stock closed on Nasdaq at $13.89 per share.

On the morning of July 8, 2020, the Intersect ENT Board held a telephonic meeting with members of Intersect ENT senior management, representatives from Goldman Sachs, and representatives from Cooley in attendance. At the meeting, the Intersect ENT Board discussed the acquisition proposal and determined that the proposed purchase price of $17.50 per share was insufficient to enter into a transaction. The Intersect ENT Board directed the Intersect ENT senior management team to convey this message to Medtronic.

On July 9, 2020, Mr. West contacted Mr. Cleary by telephone and indicated that Medtronic’s proposed purchase price was insufficient to enter into a transaction with Medtronic.

On July 9, 2020, Company A, a competitor in the medical device industry, contacted Mr. West to set up a call for the following day.

On July 10, 2020, Mr. West held a telephonic meeting with a representative of Company A. At the meeting, the representative of Company A noted that they were not planning to make an acquisition proposal, but would like to be included in the process if Intersect ENT decided to engage in a full strategic transaction process.

On July 13, 2020, Medtronic sent Mr. West a revised acquisition proposal letter with a purchase price of $18.50 per share.

On July 14, 2020, Mr. West and Mr. Cleary spoke by telephone, Mr. West confirmed receipt of the revised offer and noted that he would review the offer with the Intersect ENT Board for consideration the following day.

On July 15, 2020, the Intersect ENT Board met with the Intersect ENT senior management team and Intersect ENT’s advisors to discuss the revised offer. After a thorough review of certain financial projections prepared by Intersect ENT senior management, the operating risks relating to the COVID-19 pandemic, Goldman Sachs’ financial analysis and valuation based on these projections and feedback and advice from Cooley, the Intersect ENT Board determined that an offer in the “mid-twenties” would be necessary to proceed and that Mr. West should convey this price target to Medtronic. The Intersect ENT Board indicated that the Intersect ENT senior management team should also deliver a management presentation in order to provide Medtronic with a detailed understanding of Intersect ENT and a high-level, preliminary view of potential synergies with Medtronic.

On July 16, 2020, Mr. West spoke to Mr. Cleary, noting that Intersect ENT would consider a transaction where Intersect ENT would be acquired for a purchase price in the mid-20s per share. Mr. Cleary noted that he would consider the proposal.

On July 21, 2020, Mr. Cleary contacted Mr. West and both agreed that a management presentation might provide the basis for Medtronic seeing increased value for its bid to meet Intersect ENT’s valuation expectations.

On July 28, 2020, Mr. West spoke to Mr. Cleary and finalized the details for the agreed management presentation to further Medtronic’s understanding of Intersect ENT, subject to entering into a confidentiality agreement, which would provide for, among other terms, a standstill obligation for a minimum period of six months. Mr. Cleary accepted. Later that day, Intersect ENT and Medtronic executed a confidentiality agreement,

which included customary terms and a standstill provision for a six-month period. The standstill provision included customary exclusions such as permitting parties to approach Intersect ENT privately and confidentially and a fall away provision upon the entry or public announcement of certain acquisition transactions.

On July 29, 2020, members of Intersect ENT senior management held a management presentation for Medtronic. Representatives of Goldman Sachs were also in attendance.

Following the completion of the management presentation, Intersect ENT reached out to Medtronic to determine if any additional questions or data requests would be forthcoming. Medtronic indicated in August 2020 that the management presentation had not materially changed its view on valuation. At this time, Intersect ENT was actively engaged in pursuing an acquisition of Fiagon AG. Fiagon AG had been considered as a potential distribution partner of Intersect ENT prior to the outbreak of the COVID-19 pandemic, and consideration of potential strategic options were restarted over the course of the summer of 2020. This led to additional Intersect ENT Board meetings to discuss the timing of moving forward with a potential acquisition of Fiagon AG and whether or not to reach out to Medtronic for a further indication of interest. Because Medtronic had reported that the management presentation had not materially changed its view on valuation, the Intersect ENT Board resolved to pursue the acquisition of Fiagon AG and instructed the Intersect ENT senior management team to proceed on that basis.

On September 15, 2020, Intersect ENT’s acquisition of Fiagon AG was announced before the U.S. financial markets opened.

Following the announcement of the acquisition of Fiagon AG, there were periodic, high-level conversations between Intersect ENT and Medtronic. These conversations did not lead to further discussions regarding potential transaction terms, and Intersect ENT did not engage further with Medtronic during the remainder of 2020 or the first half of 2021.

On July 7, 2021, Mr. Cleary reached out to Intersect ENT seeking to speak with Mr. West.

On July 8, 2021, Medtronic sent a letter proposing to acquire Intersect ENT at purchase price of $24.00 per share in cash to Mr. Kieran Gallahue, Chairman of the Intersect ENT Board, as Mr. West was not immediately available. Later the same day, Mr. West spoke with Mr. Richard Meier, the chief financial officer of Intersect ENT, to discuss the written proposal from Medtronic.

On the morning of July 10, 2021, the Intersect ENT Board held a telephone conference call to discuss Medtronic’s revised offer of $24.00 per share in cash. Members of Intersect ENT senior management, representatives from Goldman Sachs, and representatives from Cooley were in attendance.

On July 13, 2021, the Intersect ENT senior management team reviewed in greater detail with the Intersect ENT Board the Medtronic offer at $24.00 per share, as well as the additional financial implications of this offer. Representatives of Goldman Sachs and Cooley were also in attendance. At such meeting, the Intersect ENT Board noted that while the offer at $24.00 per share was potentially attractive based on a thorough review of certain financial projections, the operating risks relating to COVID-19 pandemic, Goldman Sachs’ financial analysis and valuation based on the projections and feedback and advice from Cooley, the offer would need to be in the high-20s per share in order for Intersect ENT to consider entering into a transaction. In particular, it was noted that the position of Intersect ENT had materially improved over the course of the last year with the demonstrated recovery of PROPEL despite ongoing the COVID-19 pandemic challenges, the office-based business for both PROPEL and SINUVA had expanded and the addition of Fiagon navigation and balloon products had taken place. Later that day, Mr. West spoke to Mr. Cleary noting that the Intersect ENT Board would consider an offer in the high-20s per share if such a transaction could be consummated in a prompt manner.

On July 19, 2021, Intersect ENT and Medtronic entered into an amendment to the original confidentiality agreement previously entered into on July 28, 2020. The confidentiality agreement included a Medtronic six-month standstill period. Later that day, Intersect ENT began populating and opened a virtual data room.

On July 20, 2021, members of Intersect ENT senior management held a management presentation for Medtronic employees across a range of functions. That same day, Intersect ENT and Medtronic executed a confidentiality agreement for certain highly confidential information relating to Intersect ENT. The Intersect ENT senior management team met with the Intersect ENT Board on a teleconference later in the day to de-brief the Intersect ENT Board on the management presentation.

On July 21, 2021, Mr. West received a telephone call from Mr. Cleary at Medtronic revising the proposal to $27.00 per share. Later that evening, Mr. West and members of Intersect ENT senior management met with the Transaction Advisory Committee previously established by the Intersect ENT Board to report on the improved Medtronic offer of $27.00 per share in cash. The Transaction Advisory Committee and Mr. West agreed to seek $29.50 per share in cash in order to maximize the potential value to Intersect ENT stockholders but to also indicate to Medtronic that a price below $30.00 would be considered. Later that day, Mr. West conveyed to Mr. Cleary the specific price target of $29.50 per share. Mr. Cleary indicated that $29.50 per share did not constitute any material movement on Intersect ENT’s part, despite Medtronic’s improved offer from $24.00 per share to $27.00 per share, and that Medtronic expected a compromise valuation in order to come to an agreement.

On July 23, 2021, Mr. Cleary called Mr. West and increased Medtronic’s bid from $27.00 per share in cash to $28.25 per share in cash. A telephonic meeting of the Intersect ENT Board was convened for later that day. The Intersect ENT Board, members of Intersect ENT senior management and representatives from Goldman Sachs and Cooley met to discuss the latest offer. The Intersect ENT Board authorized Mr. West to negotiate towards a price of $28.50 per share in cash. However, they noted that Mr. West could accept $28.25 per share in cash. Mr. West contacted Mr. Cleary to request an increased offer of $28.50 per share. Mr. Cleary agreed to take the counter offer back to Medtronic management. Mr. Cleary subsequently called Mr. West indicating that there could be no further movement beyond $28.25 per share. Mr. West accepted $28.25 per share as the final offer, noting that he expected Medtronic to conclude its diligence within an agreed time frame and in the ordinary course for public company transactions. Mr. West communicated the outcome of the negotiation and the agreement for $28.25 per share to the Intersect ENT Board. That same day, Intersect ENT granted data room access to Medtronic and its legal advisors.

On July 27, 2021 and July 28, 2021, a team from Medtronic visited Intersect ENT’s Menlo Park, California facility for the purposes of conducting onsite due diligence. The focus of diligence was on operations, quality, regulatory and product innovation. Members of Intersect ENT senior management were also in attendance throughout.

On July 27, 2021, Ropes & Gray LLP, Medtronic’s outside legal counsel (“Ropes”), sent an initial draft of the Merger Agreement to Cooley. The initial draft of the Merger Agreement proposed, among other things, an Intersect ENT termination fee of 3.75% of the transaction value and a Medtronic termination fee of 3.75% of the transaction value.

On August 1, 2021, Cooley sent Ropes a revised draft of the Merger Agreement, which proposed, among other things, an Intersect ENT termination fee of 2.5% of the transaction value and a Medtronic termination fee equal to the greater of (i) the aggregate amount outstanding under the unsecured loan to be entered into during the pre-closing period between Intersect ENT and Medtronic and (ii) 10% of the transaction value. Cooley also sent Ropes an initial draft of the financing term sheet, which included an interest rate of 3.25% and did not include a cap on amounts Intersect ENT could borrow.

On August 2, 2021, Ropes sent Cooley a revised draft of the Merger Agreement, which proposed, among other things, an Intersect ENT termination fee of 3.5% of the transaction value and removed the proposed Medtronic termination fee. That same day, Ropes sent Cooley a revised draft of the financing term sheet, which included a cap on the amounts Intersect ENT could borrow under the unsecured loan, ranging from $75-$90 million, and an interest rate of 7.5%. The parties continued to negotiate the term sheet until August 5, 2021, ultimately agreeing to a cap of $75 million under the unsecured loan and an interest rate of 5%.

On August 2, 2021, representatives of Goldman Sachs delivered a relationship disclosure letter to the Intersect ENT senior management team who provided it to the Intersect ENT Board, providing information regarding certain of Goldman Sachs’ relationships with certain affiliates of Medtronic, which the Intersect ENT Board did not believe would adversely affect Goldman Sachs’ independence.

On August 3, 2021, Cooley sent Ropes the initial draft of the disclosure schedules, which the parties continued to revise and negotiate until immediately prior to signing the Merger Agreement.

On August 3, 2021, Intersect ENT entered into an engagement letter with Goldman Sachs, whereby Goldman Sachs would act as the exclusive financial advisor in connection with the possible sale of Intersect ENT and undertake a study to enable Goldman Sachs to render an opinion as to the fairness from a financial point of view of the financial consideration to be paid to stockholders of Intersect ENT in connection with the sale of the shares of its outstanding common stock.

On August 4, 2021, Cooley sent Ropes a revised draft of the Merger Agreement, which draft proposed, among other things, an Intersect ENT termination fee of 2.65% of the transaction value and a proposed Medtronic termination fee in the form of forgiveness of the unsecured loan. Later that day, Ropes returned the draft Merger Agreement to Cooley, which draft proposed among other things a 2.8% Intersect ENT termination fee and a cap on the amount of the Medtronic termination fee not to exceed $75 million.

On August 5, 2021, Cooley and Ropes exchanged further drafts of the Merger Agreement.

On that same day, the Intersect ENT Board held a videoconference with representatives of Intersect ENT senior management, Cooley and Goldman Sachs, to consider the definitive deal documents, including the Merger Agreement. Representatives of Goldman Sachs orally rendered its opinion to the Intersect ENT Board, subsequently confirmed by delivery of a written opinion, to the effect that, as of August 5, 2021 and based upon and subject to various assumptions, qualifications, limitations and other matters set forth in such opinion, the $28.25 in cash per share to be received pursuant to, and in accordance with, the terms of the Merger Agreement by the holders of shares of Intersect ENT common stock, in their capacity as such holders (other than Medtronic and its affiliates), was fair, from a financial point of view, to such holders (other than Medtronic and its affiliates). For more information about Goldman Sachs’ opinion, see below under the caption “The Merger—Opinion of Goldman Sachs & Co. LLC”. Following that delivery, representatives of Cooley provided a review for the Intersect ENT Board of its fiduciary duties and reviewed certain material terms of the proposed final Merger Agreement, including (i) key closing conditions such as antitrust approval and a detailed discussion relating to the potential antitrust risks involved with the transaction, (ii) restrictions on Intersect ENT’s ability to operate its business between sign and close, (iii) the treatment of equity awards, (iv) a “no-shop” restriction requiring Intersect ENT to cease all third-party negotiations or discussions and prohibiting Intersect ENT from further soliciting other acquisition proposals (subject to a fiduciary out for a superior proposal), (v) the interim loan facility for up to $75 million with an interest rate of 5% per annum, (vi) the 2.8% termination fee to be paid by Intersect ENT if the agreement is terminated due to the acceptance of a superior proposal, a Intersect ENT Board recommendation change or in the event of termination under certain other circumstances if Intersect ENT entered into an alternative agreement within one year thereafter, and (vii) the termination fee payable by Medtronic in an amount equal to the amount of the interim term loan outstanding if the transaction failed due to antitrust reasons. Representatives of Cooley answered questions from members of the Intersect ENT Board regarding the terms of the Merger Agreement. After the presentation by Cooley, the Intersect ENT Board continued to discuss the potential transaction with Medtronic, Intersect ENT’s various alternatives thereto and the reasons that the Intersect ENT Board believed that the proposed Merger with Medtronic, Merger Agreement and other transactions contemplated thereby, were advisable and in the best interests of Intersect ENT and its stockholders. For more information concerning the recommendation of the Intersect ENT Board, see the section titled “The Merger Agreement—Reasons for the Merger.” Following such discussion, the Intersect ENT Board unanimously determined that the Merger, Merger Agreement and the other transactions contemplated thereby were advisable and in the best interests of Intersect ENT and its stockholders, and authorized Intersect ENT senior management to execute the final Merger Agreement and related definitive documents with Medtronic.

On August 6, 2021, Intersect ENT and Medtronic executed the Merger Agreement.

The same day, and prior to the opening of the U.S. stock markets and the announcement of Intersect ENT’s second quarter earnings release, the parties issued a joint press release announcing the execution of the Merger Agreement, which Intersect ENT filed later that morning with a Current Report on Form 8-K.

The Intersect ENT Board has unanimously: (i) determined that the Merger and the Transactions are fair to and in the best interests of Intersect ENT and its stockholders, (ii) approved and declared it advisable, to enter into the Merger Agreement; (iii) directed that the adoption of the Merger Agreement be submitted to a vote of the stockholders of the Company at the Special Meeting; and (iv) subject to the other terms and conditions of the Merger Agreement, resolved to recommend, on behalf of Intersect ENT, that all Intersect ENT stockholders to approve the adoption of the Merger Agreement and approve the Merger in accordance with the DGCL.

The Intersect ENT Board unanimously recommends, on behalf of Intersect ENT, that you vote: (1) “FOR” the adoption the Merger Agreement; (2) “FOR”, on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

The Intersect ENT Board considered the following reasons (which are not listed in any relative order of importance), all of which it viewed as generally supporting its decision:

The Intersect ENT Board also considered a number of uncertainties and risks concerning the Merger, including the following reasons (which reasons are not necessarily presented in order of relative importance):

The foregoing discussion of reasons for the recommendation to adopt the Merger Agreement and approve the Merger and the transactions contemplated thereby addresses the information and reasons considered by the Intersect ENT Board in consideration of its recommendation. In view of the wide variety of reasons considered by the Intersect ENT Board in connection with its evaluation of the Merger and the complexity of these matters, the Intersect ENT Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific reasons considered in reaching its determination and recommendation. Rather, in considering the information and reasons described above, each individual member of the Intersect ENT Board applied his or her own personal business judgment to the decision-making process and may have given differing weights to differing reasons. The Intersect ENT Board based its unanimous recommendation on the totality of the information presented. The explanation of the reasons and reasoning set forth above contains forward-looking statements that should be read in conjunction with the section of this proxy statement entitled “Forward-Looking Statements.”

Goldman Sachs rendered its opinion to the Intersect ENT Board that, as of August 5, 2021, and based upon and subject to the factors and assumptions set forth therein, the $28.25 in cash per share of Intersect ENT common stock to be paid to the holders (other than Medtronic and its affiliates) of the outstanding shares of Intersect ENT common stock pursuant to the Merger Agreement was fair from a financial point of view to such holders. The full text of the written opinion of Goldman Sachs, dated August 5, 2021, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Intersect ENT Board in connection with its consideration of the Merger. The Goldman Sachs opinion is not a recommendation as to how any holder of shares of Intersect ENT common stock should vote with respect to the Merger or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

Goldman Sachs also held discussions with members of the senior management of Intersect ENT regarding their assessment of the past and current business operations, financial condition and future prospects of Intersect ENT; reviewed the reported price and trading activity for Intersect ENT common stock; compared certain

financial and stock market information for Intersect ENT with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the medical technology industry and in other industries; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with Intersect ENT’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with Intersect ENT’s consent that the Forecasts were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Intersect ENT. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of Intersect ENT or any of its subsidiaries, and Goldman Sachs was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Merger will be obtained without any adverse effect on the expected benefits of the Merger in any way meaningful to its analysis. Goldman Sachs also assumed that the Merger will be consummated on the terms set forth in the Merger Agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of Intersect ENT to engage in the Merger or the relative merits of the Merger as compared to any strategic alternatives that may be available to Intersect ENT; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view, as of the date of the opinion, of the $28.25 in cash per share of Intersect ENT common stock to be paid to the holders (other than Medtronic and its affiliates) of the outstanding shares of Intersect ENT common stock pursuant to the Merger Agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the Merger Agreement or the Merger or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger, including, the fairness of the Merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of Intersect ENT; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Intersect ENT, or class of such persons in connection with the Merger, whether relative to the $28.25 in cash per share of Intersect ENT common stock to be paid to the holders (other than Medtronic and its affiliates) of the outstanding shares of Intersect ENT common stock pursuant to the Merger Agreement or otherwise. Goldman Sachs does not express any opinion as to the prices at which the shares of Intersect ENT common stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on Intersect ENT, Medtronic or the Merger, or as to the impact of the Merger on the solvency or viability of Intersect ENT, Medtronic or Merger Sub, or the ability of Intersect ENT, Medtronic or Merger Sub to pay their respective obligations when they come due. In addition, Goldman Sachs’ opinion was necessarily based on economic, monetary, market and other conditions, as in effect on, and the information made available to it as of, the date of the opinion, and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Intersect ENT Board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before August 4, 2021, the last trading day before Goldman Sachs orally rendered its opinion to the Intersect ENT Board, and is not necessarily indicative of current market conditions.

Goldman Sachs calculated and compared the implied premia described below based on the $28.25 in cash per share to be paid to the holders of the outstanding shares of Intersect ENT common stock pursuant to the Merger Agreement.

Goldman Sachs calculated the implied premia represented by the Per Share Merger Consideration relative to:

The results of these calculations and comparisons are as follows:

Using the Forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis on Intersect ENT to derive a range of illustrative present values per share.

Using discount rates ranging from 9.50% to 10.50%, reflecting estimates of Intersect ENT’s weighted average cost of capital, utilizing a mid-year convention, Goldman Sachs derived a range of illustrative enterprise values for Intersect ENT, by discounting to present value as of June 30, 2021, (a) estimates of the unlevered free cash flow to be generated by Intersect ENT for the period from July 1, 2021 to December 31, 2035, including the estimated tax savings associated with Intersect ENT’s net operating losses during such period, all as reflected in the Forecasts, and (b) a range of illustrative terminal values for Intersect ENT, calculated by applying perpetuity growth rates ranging from 2.5% to 3.5% to a terminal year estimate of the unlevered free cash flow to be generated by Intersect ENT, as reflected in the Forecasts (which analysis implied a range of multiples of next twelve-month terminal EBITDA (defined as operating income plus depreciation and amortization (excluding transaction-related amortization)) of 9.5x to 12.8x). Goldman Sachs derived such discount rates by application of the capital asset pricing model, which requires certain company-specific inputs, including Intersect ENT’s target capital structure weightings, the cost of long-term debt, future applicable marginal cash tax rate and a beta for Intersect ENT, as well as certain financial metrics for the United States financial markets generally. The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the Forecasts and market expectations regarding long-term real growth of gross domestic product and inflation.

Goldman Sachs derived a range of illustrative enterprise values for Intersect ENT by adding the range of present values it derived in step (a) as described in the above paragraph to the range of present values it derived in step (b) as described in the above paragraph. Goldman Sachs then subtracted Intersect ENT’s net debt as of June 30, 2021, as provided by management of Intersect ENT, from such combined range to derive a range of illustrative equity values for Intersect ENT. Goldman Sachs then divided the range of illustrative equity values it derived by the total number of fully diluted shares outstanding as of August 2, 2021 calculated using treasury stock method, and assuming a $60 million dollar equity offering in the second half of 2021 at a 15% discount to the $24.48 current stock price, in each case as provided by the management of Intersect ENT, to derive a range of illustrative present values per share of $22.06 to $28.37.

Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of Intersect ENT common stock. For this analysis, Goldman Sachs used the Forecasts for each of the calendar years 2022 to 2024. Goldman Sachs first calculated the implied enterprise value of Intersect ENT as of December 31 for each of the calendar years 2021 to 2023, by multiplying the one-year forward revenue as of such date by an illustrative range of multiples of 4.5x to 6.5x. These illustrative multiples were derived by Goldman Sachs utilizing its professional judgment and experience based on various factors, including Intersect ENT’s historical trading multiples as well as the historical trading multiples of comparable public companies. To derive illustrative implied equity values per Intersect ENT common stock, Goldman Sachs then subtracted the amount of Intersect ENT’s projected net debt as of December 31, 2021, 2022, and 2023, respectively, as provided by management of Intersect ENT, from the range of implied enterprise values. Goldman Sachs then divided these implied equity values by the number of fully diluted shares outstanding, as provided by management of Intersect ENT and calculated using treasury stock method, to determine implied equity values per share of Intersect ENT common stock as of December 31, 2021, 2022, and 2023. Goldman Sachs then discounted these implied equity values per share to June 30, 2021, using a discount rate of 10.0%, reflecting an estimate of Intersect ENT’s cost of equity. These analyses resulted in a range of implied present values of $19.02 to $30.16 per share.

Goldman Sachs analyzed certain publicly available information relating to certain acquisition transactions announced over the last 10 years involving target companies in the medical technology industry with an implied enterprise value ranging from $500 million to $4 billion.

While none of the target companies in the selected transactions are directly comparable to Intersect ENT and none of the selected transactions are directly comparable to the Merger, the target companies in the selected transactions are companies with certain operations that, for the purposes of analysis, Goldman Sachs considered to be sufficiently similar, in its judgement, to certain operations of Intersect ENT based on various factors, including those in the medical technology sector in some cases with similar characteristics in some respects as Intersect ENT.

Using publicly available information, for each of the selected transactions, Goldman Sachs calculated the implied enterprise value of the applicable target company based on the consideration paid in the applicable transaction, as a multiple of the estimated revenue of the target company for the last twelve-month (“LTM Revenue”) period ended prior to announcement of each applicable transaction, as disclosed in public company filings and other publicly available information. The selected transactions and the implied enterprise value to LTM Revenue multiples calculated for the transactions are set forth below:

The analysis indicated a median implied enterprise value to LTM Revenue multiple of 6.6x for the selected transactions. Based on the results of the foregoing calculations and Goldman Sachs’ analyses of the various transactions and its professional judgment and experience, Goldman Sachs applied a reference range of enterprise value to LTM EBITDA multiples of 5.0x to 8.0x to Intersect ENT’s LTM Revenue as of June 30, 2021 to derive a range of implied enterprise values for Intersect ENT. Goldman Sachs subtracted from this range of implied enterprise values (a) cash payment to holders of Intersect ENT’s options, RSUs, performance-based options, PSUs, and convertible debt and (b) Intersect ENT’s net debt as of June 30, 2021, as provided by management of Intersect ENT, and divided the result by the implied total number of basic shares outstanding as of August 2, 2021, based on the derived range of illustrative equity values, to derive a range of implied values per share of $14.70 to $22.70.

Goldman Sachs reviewed and analyzed, using publicly available data, the premia paid in acquisitions of publicly traded companies in the United States announced during the period from January 1, 2016 through August 4, 2021 in which the target company had an implied enterprise value of $0.5 billion to $4.0 billion. For the entire period from January 1, 2016 through August 4, 2021, Goldman Sachs calculated the 25^th percentile and 75^th percentile of the premia paid in acquisitions announced during such period relative to the target company’s unaffected stock price at the close of trading on the day prior to the original announcement of the transaction.

Based on its review of the foregoing data and its professional judgment and experience, Goldman Sachs applied a reference range of illustrative premia of 9%-41% (based on the 25^th percentile and 75^th percentile of the premia paid in acquisitions announced in the entire period relative to the target company’s share price over the 1-trading day prior to the original announcement of the transaction) to the closing price per share on August 4, 2021 of $24.48. This analysis resulted in a range of implied values per share of $26.67 to $34.53.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Intersect ENT or Medtronic or the Merger.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the Intersect ENT Board as to the fairness from a financial point of view, as of the date of the opinion, to the holders (other than Medtronic and its affiliates) of the outstanding shares of Intersect ENT common stock of the $28.25 in cash per share of Intersect ENT common stock to be paid to such holders pursuant to the Merger Agreement. These analyses do not purport to be appraisals, nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Intersect ENT, Medtronic, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The consideration of $28.25 in cash per share of Intersect ENT common stock was determined through arm’s-length negotiations between Intersect ENT and Medtronic and was approved by the Intersect ENT Board. Goldman Sachs provided advice to Intersect ENT during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to Intersect ENT or the Intersect ENT Board or that any specific amount of consideration constituted the only appropriate consideration for the Merger.

As described above, Goldman Sachs’ opinion to the Intersect ENT Board was one of many factors taken into consideration by the Intersect ENT Board in making its determination to approve the Merger Agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B.

Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of Intersect ENT, Medtronic, any of their respective affiliates and third parties or any currency or commodity that may be involved in the Merger. Goldman Sachs acted as financial advisor to Intersect ENT in connection with, and has participated in certain of the negotiations leading to, the Merger. Goldman Sachs has provided certain financial advisory and/or underwriting services to Intersect ENT and/or its affiliates from time to time for which Goldman Sachs’ Investment Banking Division has received, and may receive, compensation, including having acted as financial advisor to Intersect ENT in connection with its acquisition of Fiagon AG Medical Technologies in October 2020, and as financial advisor to Intersect ENT in connection with its convertible notes financing in May 2020. During the two-year period ended August 5, 2021, the Investment Banking Division of Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to Intersect ENT and/or its affiliates of approximately $4 million. Goldman Sachs has provided certain financial advisory and/or underwriting services to Medtronic and/or its affiliates from time to time for which Goldman Sachs’ Investment Banking Division has received, and may receive, compensation, including having acted as co-manager to Medtronic Global Holdings S.C.A., an affiliate of Medtronic, in connection with its senior notes offering in September 2020. During the two-year period ended August 5, 2021, the Investment Banking Division of Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to Medtronic and/or its affiliates of approximately $500,000. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to Intersect ENT, Medtronic and their respective affiliates for which Goldman Sachs’ Investment Banking Division may receive compensation.

The Intersect ENT Board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Merger, including with respect to acquisitions of public companies in the medical technology industry. Pursuant to an engagement letter, dated August 3, 2021, Intersect ENT engaged Goldman Sachs to act as its financial advisor in connection with the Merger. The engagement letter between Intersect ENT and Goldman Sachs provides for a transaction fee of approximately $18 million, all of which is contingent upon consummation of the Merger. In addition, Intersect ENT has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

While Intersect ENT has publicly issued limited short-term guidance concerning aspects of its expected financial performance from time to time, Intersect ENT does not, as a matter of course, publicly disclose forecasts or internal projections as to future performance or results of operations due to the inherent unpredictability of the underlying assumptions and projections. However, in the second quarter of 2020, in connection with Intersect ENT’s initial evaluation of Medtronic’s first proposal, Intersect ENT’s management, at the direction of the Board, prepared certain non-public, unaudited, long-range financial projections (collectively, the “Initial Projections”). Such Initial Projections were provided to Medtronic by Intersect ENT’s senior management.

Subsequently, in the third quarter of 2021, Intersect ENT updated certain non-public, unaudited prospective financial information for fiscal years 2021 through 2035 in connection with Medtronic’s subsequent proposal to purchase Intersect ENT at a price per share of $28.25 (such non-public, unaudited prospective financial information, the “Projections”). Intersect ENT management provided the Projections to the Board and, after review, the Board approved such Projections. At the direction of the Board, Intersect ENT management provided the Projections to Goldman Sachs. The Board directed Goldman Sachs to use the Projections in connection with rendering its fairness opinion and providing its financial analysis to the Board in connection with the Board’s evaluation of potential strategic alternatives, including the Merger. The Projections were also provided to Medtronic in July 2021.

The Projections were not prepared with a view toward public disclosure or toward complying with U.S. generally accepted accounting principles (“GAAP”), nor were they prepared with a view toward compliance

with the published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of projections of prospective financial information. The non-GAAP financial measures used in the Projections were relied upon by the Board in connection with its consideration of the Merger and the merger consideration. While Intersect ENT believes that such non-GAAP financial measures provide useful supplemental information in analyzing Intersect ENT’s unaudited prospective financial performance, there are limitations associated with the use of such financial measures. Such non-GAAP measures as used by Intersect ENT may not be directly comparable to similarly titled measures used by other companies and should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP. The SEC rules, which otherwise would require a reconciliation of a non-GAAP financial measure to a GAAP financial measure, do not apply to non-GAAP financial measures provided to a board of directors or financial advisors in connection with a proposed business combination transaction such as the proposed Transactions if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of non-GAAP financial measures to a GAAP financial measure were not provided to or relied upon by the Board or Goldman Sachs in connection with the Merger. Accordingly, Intersect ENT has not provided a reconciliation of the financial measures included in the Projections to the relevant GAAP financial measures. The Projections may differ from published analyst estimates and forecasts, and do not take into account any events or circumstances after the date they were prepared, including the announcement of the Transactions.

The Projections reflect estimates and assumptions made by Intersect ENT management with respect to general business, economic, competitive, regulatory and other market and financial conditions and other future events, all of which are difficult to predict and many of which are beyond Intersect ENT’s control. In particular, the Projections, while presented with numerical specificity, necessarily were based on numerous variables and assumptions (as described below) that are inherently uncertain. Because the Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year and are unlikely to anticipate each circumstance that will have an effect on Intersect ENT’s business and its results of operations.

The Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding Intersect ENT in its public filings with the SEC. The Projections were developed by Intersect ENT management on a standalone basis without giving effect to the Merger and the other Transactions, and therefore the Projections do not give effect to the Transactions or any changes to Intersect ENT’s operations or strategy that may be implemented after the consummation of the Merger, including any costs incurred in connection with the Transactions. Furthermore, the Projections do not take into account the effect of any failure of the Transactions to be completed and should not be viewed as accurate or continuing in that context.

The Projections further reflect subjective judgment in many respects and, therefore, are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. The inclusion of the Projections in this proxy should not be regarded as an indication that Intersect ENT, its advisors or anyone who received the Projections then considered, or now considers, the Projections to be necessarily predictive of actual future events, and this information should not be relied upon as such. Intersect ENT management views the Projections as being subject to inherent risks and uncertainties associated with such long-range projections.

Non-GAAP operating income and unlevered free cash flow contained in the Projections set forth below are each “non-GAAP financial measures,” which are financial performance measures that are not calculated in accordance with GAAP. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. The information set forth below is included solely to give Intersect ENT stockholders access to financial projections that were made available to the Board and Goldman Sachs and is not included in this proxy statement in order to influence any stockholder’s decision to vote with respect to the Merger Proposal or for any other purpose.

For purposes of calculating the Projections, Intersect ENT management made several assumptions based on their reasonable business judgment, including assuming a return to growth in 2021, the continued market penetration of PROPEL® and SINUVA®, the successful launch of the VenSure product line and the CUBE 4D

system, the positive outcomes of the OM1 Study and the EXPAND trial, the further segmentation of the surgical and office markets, the growth and penetration of international markets, the ongoing success of the R&D pipeline, and the continued ability to execute inorganic products transactions. In addition, the Projections include a return to historic gross margins in the legacy products, the successful implementations of global IT systems to improve productivity and continuing access to capital markets to fund operations and activities.

The following table sets forth the Projections:

When considering the recommendation of the Intersect ENT Board that you vote to approve the proposal to adopt the Merger Agreement, you should be aware that our directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of stockholders generally, as more fully described below. The Intersect ENT Board was aware of and considered these interests, among other matters, to the extent that they existed at the time, in approving the Merger Agreement and the Merger and recommending that the Merger Agreement be adopted by stockholders. These interests are described in more detail and, where applicable, are quantified in the narrative below.

Pursuant to the Merger Agreement, from and after the Effective Time, Parent will, and will cause Intersect ENT, as the Surviving Corporation, to indemnify and hold harmless the individuals who at any time prior to the Effective Time were directors or officers of Intersect ENT or any of its present or former subsidiaries or corporate parents (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities in connection with actions or omissions occurring at or prior to the Effective Time (including the Transactions) to the fullest extent that the Surviving Corporation is permitted by law, and Parent will, and will cause the Surviving Corporation to, promptly advance expenses as incurred to the fullest extent that the Surviving Corporation is permitted by law. The certificate of incorporation and bylaws of the Surviving Corporation will contain the provisions with respect to indemnification and advancement of expenses set forth in the certificate of incorporation and bylaws of Intersect ENT as amended, restated and in effect on the date of the Merger Agreement, which provisions will not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of the Indemnified Parties, unless such modification is required by law.

Pursuant to the Merger Agreement, from and after the Effective Time, the Surviving Corporation will keep in full force and effect, and comply with the terms and conditions of, any agreement in effect as of the date of the Merger Agreement between or among Intersect ENT or any of its subsidiaries and any Indemnified Party providing for the indemnification of such Indemnified Party.

Parent will cause to be maintained, in effect for not less than six years from the Effective Time, the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Intersect ENT and Intersect ENT’s subsidiaries for the Indemnified Parties and any other employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time with respect to matters occurring at or prior to the Effective Time (including the Transactions), so long as the annual premium therefore would not be in excess of two hundred and fifty percent (250%) of the last annual premium paid prior to the

Effective Time (the “Maximum Premium”). Pursuant to the Merger Agreement, Intersect ENT may, prior to the Effective Time, purchase a so-called “Reporting Tail Endorsement” with an annual premium not in excess of the Maximum Premium, in which case, provided that Parent causes the Surviving Corporation to maintain such Reporting Tail Endorsement in full force and effect for not less than six (6) years from the Effective Time, Parent will be relieved from its other indemnification and insurance obligations described above.

The directors’ and officers’ insurance and indemnification provisions in the Merger Agreement will be binding on all successors and assigns of Parent, Intersect ENT and the Surviving Corporation. Pursuant to the Merger Agreement, Parent guarantees the payment and performance by the Surviving Corporation of the indemnification and other related obligations and the certificate of incorporation and bylaws of the Surviving Corporation.

At the Effective Time, each:

Each Option for which, as of the Effective time, the Per Share Merger Consideration does not exceed the exercise price of such Company Option shall be automatically cancelled as of the Effective Time for no consideration.

Below are descriptions of offer letters that provide for payments upon termination of employment at or following a change in control. The offer letter with Christine Kowalski, who was an executive officer for part of 2021, is not included in this section as Ms. Kowalski voluntarily resigned from Intersect ENT effective June 4, 2021.

In June 2019, Intersect ENT extended an offer letter to Thomas West, Intersect ENT’s President and Chief Executive Officer, which was most recently amended in August 2021. Pursuant to his offer letter, as amended, if Mr. West’s employment is terminated without “cause” or he resigns for “good reason,” whether or not such

termination is in connection with or following a “change in control,” and provided such termination constitutes a “separation from service,” (each, as defined in the offer letter) (i) he shall receive 18 months of his base salary, to be paid in accordance with Intersect ENT’s regular payroll practices, (ii) he shall receive a lump sum payment equal to his annual target bonus, prorated for the number of days of the then-current bonus period worked prior to his separation from service, and (iii) he shall be entitled to 18 months of COBRA reimbursement. In addition, if Mr. West’s employment is terminated without cause, or if Mr. West resigns for good reason, one month before or within 12 months after a change in control, the vesting of all outstanding Company Options and Company RSUs held by Mr. West shall accelerate in full. The amended offer letter also provides that if the value of the payments that are made to Mr. West in connection with the proposed merger of Intersect ENT with Medtronic, Inc. would be subject to an excise tax under Section 4999 of the Internal Revenue Code, then he will be entitled to a gross-up payment that would cover all taxes (including income and excise taxes, other than taxes under Section 409A of the Internal Revenue Code) such that he would retain an amount of the gross-up payment equal to the excise tax imposed upon the payments.

In November 2019, Intersect ENT extended an offer letter to Richard Meier, Intersect ENT’s Executive Vice President and Chief Financial Officer, which was most recently amended in August 2021. Pursuant to his amended offer letter, if Mr. Meier’s employment is terminated without “cause” or he resigns for “good reason”, whether or not such termination is in connection with or following a “change in control”, and provided such termination constitutes a “separation from service,” (each, as defined in his offer letter) (i) he shall receive 12 months of his base salary, to be paid in accordance with Intersect ENT’s regular payroll practices, (ii) he shall receive a lump sum payment equal to his annual target bonus, prorated for the number of days of the then-current bonus period worked prior to his separation from service, and (iii) he shall be entitled to 12 months of COBRA reimbursement. In addition, if Mr. Meier’s employment is terminated without cause, or if Mr. Meier resigns for good reason, one month before or within 12 months after a change in control, the vesting of all outstanding Company Options and Company RSUs held by Mr. Meier shall accelerate in full. The amended offer letter also provides that if the value of the payments that are made to Mr. Meier him in connection with the proposed merger of Intersect ENT with Medtronic, Inc. would be subject to an excise tax under Section 4999 of the Internal Revenue Code, then he will be entitled to a gross-up payment that would cover all taxes (including income and excise taxes, other than taxes under Section 409A of the Internal Revenue Code) such that he would retain an amount of the gross-up payment equal to the excise tax imposed upon the payments.

In November 2020, Intersect ENT extended an offer letter to Reyna Fernandez, Intersect ENT’s Chief Human Resources Officer, which was most recently amended in August 2021. Pursuant to her amended offer letter, if Ms. Fernandez’s employment is terminated without “cause” or she resigns for “good reason”, whether or not such termination is in connection with or following a “change in control,” and provided such termination constitutes a “separation from service,” (each, as defined in her offer letter) (i) she shall receive 12 months of her base salary, to be paid in accordance with Intersect ENT’s regular payroll practices, (ii) she shall receive a lump sum payment equal to her annual target bonus, prorated for the number of days of the then-current bonus period worked prior to her separation from service, and (iii) she shall be entitled to 12 months of COBRA reimbursement. In addition, if Ms. Fernandez’s employment is terminated without “cause”, or if Ms. Fernandez resigns for “good reason,” one month before or within 12 months after a change in control, the vesting of all outstanding Company Options and Company RSUs held by Ms. Fernandez shall accelerate in full. The amended offer letter also provides that if the value of the payments that are made to Ms. Fernandez in connection with the proposed merger of Intersect ENT with Medtronic, Inc. would be subject to an excise tax under Section 4999 of the Internal Revenue Code, then she will be entitled to a gross-up payment that would cover all taxes (including income and excise taxes, other than taxes under Section 409A of the Internal Revenue Code) such that she would retain an amount of the gross-up payment equal to the excise tax imposed upon the payments.

In November 2020, Intersect ENT extended an offer letter to Patrick Broderick, Intersect ENT’s Executive Vice President, General Counsel and Corporate Secretary, which was most recently amended in August 2021. Pursuant to his amended offer letter, if Mr. Broderick’s employment is terminated without “cause” or he resigns

for “good reason”, whether or not such termination is in connection with or following a “change in control,” and provided such termination constitutes a “separation from service,” (each, as defined in his offer letter) (i) he shall receive 12 months of his base salary, to be paid in accordance with Intersect ENT’s regular payroll practices, (ii) he shall receive a lump sum payment equal to his annual target bonus, prorated for the number of days of the then-current bonus period worked prior to his separation from service and (iii) he shall be entitled to 12 months of COBRA reimbursement. In addition, if Mr. Broderick’s employment is terminated without “cause”, or if Mr. Broderick resigns for “good reason” one month before or within 12 months after a change in control, the vesting of all outstanding Company Options and Company RSUs held by Mr. Broderick shall accelerate in full. The amended offer letter also provides that if the value of the payments that are made to Mr. Broderick in connection with the proposed merger of Intersect ENT with Medtronic, Inc. would be subject to an excise tax under Section 4999 of the Internal Revenue Code, then he will be entitled to a gross-up payment that would cover all taxes (including income and excise taxes, other than taxes under Section 409A of the Internal Revenue Code) such that he would retain an amount of the gross-up payment equal to the excise tax imposed upon the payments.

Each executive officer’s receipt of the severance benefits under his or her offer letter is subject to (i) the executive officer signing a standard separation agreement and release of claims with Intersect ENT and provided that such release becomes effective and irrevocable no later than sixty (60) days following his or her “separation from service” (within the meaning of Section 409A of the Internal Revenue Code) and (ii) the executive officer’s continued compliance with his or her employee confidential information and invention assignment agreement with Intersect ENT.

For the purposes of each executive officer’s offer letter, “cause” is defined as (i) embezzlement, misappropriation of corporate funds, or other material acts of dishonesty, (ii) commission or conviction of any felony, or of any misdemeanor involving moral turpitude, or entry of a plea of guilty or nolo contendere to any felony or misdemeanor, (iii) engagement in any activity the executive officer knows or should know could materially harm Intersect ENT’s business or reputation, (iv) material failure to adhere to Intersect ENT’s corporate codes, policies or procedures, (v) material violation of any statutory, contractual, or common law duty or obligation to Intersect ENT, (vi) repeated failure to substantially perform assigned duties or responsibilities after notice and opportunity to cure, or (vii) material breach of the executive officer’s employee confidential information and invention assignment agreement.

For the purposes of each executive officer’s offer letter, “good reason” is defined as (i) a relocation of the office where the executive officer is assigned to a location of more than 35 miles away, (ii) a material decrease in base salary (except for salary decreases generally applicable to Intersect ENT’s other executive employees), or (iii) a material reduction in the scope of the executive officer’s duties or responsibilities, in each case without the executive officer’s written consent; provided, however, to resign for good reason the executive officer must provide notice to Intersect ENT within 30 days of the first occurrence of the event giving rise to good reason and give Intersect ENT 30 days to cure such event, and if not cured then must resign within 90 days of the expiration of the cure period.

For the purposes of each executive officer’s offer letter, “change in control” generally means (i) any consolidation or merger of Intersect ENT with or into any other corporation or other entity or a corporate reorganization, other than such consolidation, merger or reorganization where the stockholders of Intersect ENT continue to hold a majority of the voting power of the surviving entity immediately after such consolidation, merger or reorganization; (ii) any transaction or series of related transactions to which Intersect ENT is a party in which in excess of 50% of Intersect ENT’s voting power is transferred, other than any transaction principally for bona fide equity financing purposes in which cash is received by Intersect ENT or indebtedness of Intersect ENT is cancelled or converted or a combination thereof; or (iii) a sale, lease, exclusive license or other disposition of all or substantially all of the assets of Intersect ENT.

In accordance with Item 402(t) of Regulation S-K, the table below sets forth the compensation that is based on or otherwise relates to the Merger that will or may become payable to each of Intersect ENT’s named executive officers in connection with the Merger. Please see the section of this proxy statement captioned “—Payments Upon Termination At or Following Change in Control” for further information regarding this compensation.

The table below assumes that: (i) for the purposes of this table only, that the closing of the Merger occurs on August 20, 2021; (ii) the employment of Messrs. West, Meier, and Broderick, and Ms. Fernandez will be terminated immediately following the closing of the Merger in a manner entitling the named executive officer to receive the severance benefits described in the section of this proxy statement captioned “—Payments Upon Termination At or Following Change in Control”; (iii) no named executive officer receives any additional incentive equity grants on or prior to the closing of the Merger; and (iv) no named executive officer enters into new agreements or otherwise becomes legally entitled to, prior to the closing of the Merger, additional compensation or benefits. Pursuant to applicable proxy disclosure rules, the value of the equity award acceleration below is calculated based on the number of shares covered by the applicable Options, Company RSUs, and Company PSUs that are accelerating multiplied by $28.25 per share (less the applicable exercise price per share in the case of Options). The amounts shown in the table below do not include the value of payments or benefits that would have been earned, or any amounts associated with equity awards that would vest pursuant to their terms, on or prior to the closing of the Merger, or the value of payments or benefits that are not based on or otherwise related to the Merger.

In addition to the assumptions described in the preceding paragraph, the amounts set forth in the table below are based on certain other assumptions that are described in the footnotes accompanying the table below. The assumptions based upon which we have estimated the amounts in the table below may or may not actually occur. Accordingly, the ultimate amounts to be received by a named executive officer in connection with the Merger may differ from the amounts set forth below.

As discussed above, at the Effective Time, each Company Option, Company RSU, Vested Performance Option, and Vested Company PSU (including those held by Intersect ENT’s executive officers and non-employee directors) will be cancelled and automatically converted into the right to receive the applicable consideration, and each unvested Performance Option and unvested Company PSU (including those held by Intersect ENT’s executive officers) will be cancelled without consideration.

Each of Intersect ENT’s executive officers is eligible to receive the applicable vesting acceleration benefits with respect to his or her equity awards described above under the heading “Payments Upon Termination At or Following Change in Control”.

The following table sets forth the number of shares of common stock and the number of shares of common stock underlying equity awards held by each of Intersect ENT’s executive officers and non-employee directors that are outstanding as of August 20, 2021. The table also sets forth the values of these shares and equity awards, determined as the number of shares multiplied by the Per Share Merger Consideration (minus the applicable per share exercise price for any Options). Only Options with an exercise price lower than the Per Share Merger Consideration are being cancelled in exchange for consideration; Options with an exercise price higher than or equal to the Per Share Merger Consideration are being cancelled without consideration. No additional shares of common stock or equity awards were granted to any executive officer or non-employee director in contemplation of the Merger.

The closing of the Merger will take place on the second business day following the satisfaction or waiver in accordance with the Merger Agreement of all of the conditions to closing of the Merger (as described under the caption, “Proposal 1: Adoption of the Merger Agreement—Conditions to the Closing of the Merger”), other than conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions.

Stockholders of Intersect ENT (i) who continuously hold shares through the Effective Time, (ii) who did not vote their shares in favor of the adoption of the Merger Agreement; (iii) who are entitled to demand appraisal rights under Section 262 of the DGCL, (iv) who otherwise properly comply with the applicable requirements and procedures of Section 262 of the DGCL; and (v) who do not thereafter withdraw their demand for appraisal of such shares, fail to perfect or otherwise lose their appraisal rights, in each case in accordance with Section 262 of the DGCL, will be entitled to demand appraisal of their shares and receive, if the Merger is successful and the Merger is consummated, in lieu of the Merger Consideration, an amount in cash equal to the “fair value” of their shares (as of the Effective Time, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any), as determined by the Delaware Court of Chancery, in accordance with Section 262 of the DGCL. Stockholders should be aware that the fair value of their Shares could be more than, the same as or less than the Merger Consideration and that an investment banking opinion as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Merger, is not an opinion as to, and does not otherwise address, fair value under Section 262 of the DGCL. Any stockholder contemplating the exercise of such appraisal rights should review carefully the provisions of Section 262 of the DGCL, particularly the procedural steps required to properly demand and perfect such rights.

The following is a summary of the procedures to be followed by stockholders that wish to exercise their appraisal rights under Section 262 of the DGCL, the full text of which is attached to this proxy as Annex C. This summary does not purport to be a complete statement of, and is qualified in its entirety by reference to, Section 262 of the DGCL. All references in Section 262 of the DGCL and in this summary to a “stockholder” are to the record holder of shares immediately prior to the Effective Time of the Merger as

to which appraisal rights are asserted. A person holding a beneficial interest in shares held of record in the name of another person, such as a broker or nominee, must act promptly to cause the stockholder of record to follow the steps summarized below properly and in a timely manner to perfect appraisal rights. Failure to follow any of the procedures of Section 262 of the DGCL may result in termination or waiver of appraisal rights under Section 262 of the DGCL. Stockholders should assume that Intersect ENT will take no action to perfect any appraisal rights of any stockholder.

Any stockholder who desires to exercise his, her or its appraisal rights should review carefully Section 262 of the DGCL and is urged to consult his, her or its legal advisor before electing or attempting to exercise such rights. The following summary does not constitute any legal or other advice nor does it constitute a recommendation that Company stockholders exercise appraisal rights under Section 262 of the DGCL.

Under Section 262 of the DGCL, where a merger agreement is to be submitted for adoption at a meeting of the stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders entitled to appraisal rights that appraisal rights are available and include in such notice a copy of Section 262 of the DGCL. This proxy statement constitutes the formal notice of appraisal rights under Section 262 of the DGCL, and the required copy of Section 262 of the DGCL is attached to this proxy statement as Annex C. Any stockholder who wishes to exercise such appraisal rights or who wishes to preserve his, her or its right to do so should review the following discussion and Annex C carefully because failure to timely and properly comply with the procedures specified may result in the loss of appraisal rights under the DGCL.

If a stockholder elects to exercise appraisal rights under Section 262 of the DGCL, such stockholder must do all of the following:

Within 10 days after the Effective Time of the Merger, the Surviving Corporation will provide notice of the effective date of the Merger to those stockholders of Intersect ENT who have properly made a written demand for appraisal pursuant to the first bullet above, as required by Section 262 of the DGCL, have not voted in favor of the adoption of the Merger Agreement and have not withdrawn or otherwise lost the right to appraisal. If the Merger is consummated, a failure to make a written demand for appraisal in accordance with the time periods specified in the first bullet above (or to take any of the other steps specified in the above bullets) will be deemed to be a waiver or a termination of your appraisal rights. At any time within 60 days after the Effective Time of the Merger, any stockholder who has demanded an appraisal, but who has not commenced an appraisal proceeding or joined that proceeding as a named party, has the right to withdraw the demand and to accept the Merger Consideration, without interest, specified by the Merger Agreement for his, her or its shares. Any attempt to withdraw made more than 60 days after the Effective Time of the Merger will require the written approval of the Surviving Corporation and no appraisal proceeding before the Delaware Court of Chancery as to any stockholder will be dismissed without the approval of the Delaware Court of Chancery. Such approval may be conditioned upon any terms the Delaware Court of Chancery deems just; provided, however, that this provision will not affect the right of any stockholder that has made an appraisal demand but who has not commenced an appraisal proceeding or joined such proceeding as a named party to withdraw such stockholder’s demand for

appraisal and to accept the terms offered in the Merger within 60 days after the Effective Time of the Merger. If the Surviving Corporation does not approve a stockholder’s request to withdraw a demand for appraisal when the approval is required or if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding, the stockholder would be entitled to receive only the appraised value determined in any such appraisal proceeding. This value could be higher or lower than, or the same as, the value of the Per Share Merger Consideration.

All written demands for appraisal should be addressed to Intersect ENT, Inc., 1555 Adams Drive, Menlo Park, California 94025. Attention: General Counsel. The demand for appraisal must be executed by or for the stockholder of record, fully and correctly, as such stockholder’s name appears on the stockholder’s certificates (whether in book entry or on physical certificates) evidencing such stockholder’s shares. If the shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, the demand should be made in that capacity, and if the shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand must be made by or for all owners of record. An authorized agent, including one or more joint owners, may execute the demand for appraisal for a stockholder of record, but such agent must identify the record owner or owners and expressly disclose in such demand that the agent is acting as agent for the record owner or owners of such shares.

A beneficial owner of shares held in “street name” who wishes to exercise appraisal rights should take such actions as may be necessary to ensure that a timely and proper demand for appraisal is made by the stockholder of record. If shares are held through a brokerage firm, bank or other nominee who in turn holds the shares through a central securities depository nominee, such as Cede & Co., a demand for appraisal of such shares must be made by or on behalf of the depository nominee, and must identify the depository nominee as the stockholder of record. Any beneficial owner who wishes to exercise appraisal rights and holds shares through a nominee holder is responsible for ensuring that the demand for appraisal is timely made by the stockholder of record. The beneficial holder of the shares should instruct the nominee holder that the demand for appraisal should be made by the stockholder of record of the shares, which may be a central securities depository nominee if the shares have been so deposited.

A record stockholder, such as a broker, bank, fiduciary, depository or other nominee, who holds shares as a nominee for several beneficial owners (may exercise appraisal rights with respect to the shares held for one or more beneficial owners while not exercising such rights with respect to the shares held for other beneficial owners. In such case, the written demand for appraisal must set forth the number of shares covered by such demand. Unless a demand for appraisal specifies a number of shares, such demand will be presumed to cover all shares held in the name of such stockholder.

Within 120 days after the effective date of the Merger, but not thereafter, the Surviving Corporation or any stockholder who has complied with Section 262 of the DGCL and is entitled to appraisal rights under Section 262 of the DGCL may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares held by all stockholders entitled to appraisal rights who did not vote their shares in favor of the Merger and properly demanded appraisal of such shares. If no such petition is filed within that 120-day period, appraisal rights will be lost for all stockholders who had previously demanded appraisal of their shares. None of Parent, Merger Sub or Intersect ENT, as the Surviving Corporation, has any obligation to or has any present intention to file a petition and stockholders should not assume that any of the foregoing parties will file a petition or will initiate any negotiations with respect to the fair value of the shares. Accordingly, it is the obligation of the stockholders to initiate all necessary action to perfect their appraisal rights in respect of the shares within the period prescribed in Section 262 of the DGCL.

Within 120 days after the effective date of the Merger, any stockholder who has complied with Section 262 of the DGCL and the requirements for exercise of appraisal rights set forth herein will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares not voted in favor of the adoption of the Merger Agreement and with respect to which demands for appraisal have been received, and the aggregate number of stockholders of such shares. Such statement must be mailed within 10 days after a written request therefor has been received by the Surviving Corporation or within 10 days after

the expiration of the period for delivery of demands for appraisal, whichever is later. Notwithstanding the foregoing requirement that a demand for appraisal must be made by or on behalf of the record owner of the shares, a person who is the beneficial owner of shares held either in a voting trust or by a nominee on behalf of such person, and as to which demand has been properly made and not effectively withdrawn, may, in such person’s own name, file a petition for appraisal or request from the Surviving Corporation the statement described in this paragraph.

If a petition for appraisal is duly filed by any stockholder and a copy of the petition is delivered to the Surviving Corporation, the Surviving Corporation will then be obligated within 20 days after receiving service of a copy of the petition to file with the Delaware Register in Chancery a duly verified list (the “Verified List”) containing the names and addresses of all stockholders who have demanded an appraisal for their shares (the “Dissenting Stockholders”) and with whom agreements as to the value of their shares has not been reached. Upon the filing of a petition by a Dissenting Stockholder, the Delaware Court of Chancery may order a hearing and that notice of the time and place fixed for the hearing on the petition will be mailed to the Surviving Corporation and all the Dissenting Stockholders shown on the Verified List. Notice will also be published at least one week before the day of the hearing in a newspaper of general circulation published in the City of Wilmington, Delaware, or in another publication deemed advisable by the Delaware Court of Chancery. The costs relating to these notices will be borne by the Surviving Corporation.

If a hearing on the petition is held, the Delaware Court of Chancery is empowered to determine which Dissenting Stockholders have complied with the provisions of Section 262 of the DGCL and are entitled to an appraisal of their shares. The Delaware Court of Chancery may require that Dissenting Stockholders submit their share certificates, if any, to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceedings. The Delaware Court of Chancery is empowered to dismiss the proceedings as to any Dissenting Stockholder who does not comply with such requirement. Accordingly, Dissenting Stockholders are cautioned to retain their share certificates after the Effective Time and thereafter comply with all orders of the Delaware Court of Chancery in respect of such certificates. In addition, assuming the shares remain listed on a national securities exchange immediately before the Effective Time, which we expect to be the case, the Delaware Court of Chancery is required to dismiss the appraisal proceedings as to all Dissenting Stockholders unless (i) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares eligible for appraisal or (ii) the value of the consideration provided in the Merger for such total number of shares exceeds $1 million.

After the Delaware Court of Chancery determines which stockholders are entitled to appraisal, the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through the appraisal proceeding, the Delaware Court of Chancery will determine the fair value of the shares as of the Effective Time exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective date of the Merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time of the Merger and the date of payment of the judgment. However, at any time before the entry of judgment in the proceedings, the Surviving Corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest will accrue thereafter only upon the sum of (i) the difference, if any, between the amount so paid by the Surviving Corporation and the fair value of the shares as determined by the Delaware Court of Chancery, and (ii) interest accrued before such voluntary cash payment, unless paid at that time.

In determining fair value, the Delaware Court of Chancery is to take into account all relevant factors. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods that are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “fair price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the Delaware Court of Chancery must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on

future prospects of the merged corporation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.” Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion that does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. An opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to fair value under Section 262 of the DGCL. You should be aware that the fair value of your shares as determined under Section 262 of the DGCL could be more than, the same as, or less than the merger consideration that you would otherwise be entitled to receive under the terms of the Merger Agreement.

Upon application by the Surviving Corporation or by stockholder entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to an appraisal. Any stockholder whose name appears on the Verified List and who has submitted such stockholder’s stock certificates, if any, to the Delaware Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights. When the fair value of the shares is determined, the Delaware Court of Chancery will direct the payment of such value, with interest thereon, if any, to the stockholders entitled thereto, forthwith in the case of uncertificated stockholders or upon surrender by certificated stockholders of their stock certificates. The Delaware Court of Chancery’s decree may be enforced as other decrees in the Delaware Court of Chancery may be enforced. The Delaware Court of Chancery may also (i) determine the costs of the proceeding (which do not include attorneys’ fees or the fees and expenses of experts) and tax such costs upon the parties as the Delaware Court of Chancery deems equitable and (ii) upon application of a stockholder, order all or a portion of the expenses incurred by any Dissenting Stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to appraisal. In the absence of such an order, each party bears its own expenses. Determinations by the Delaware Court of Chancery are subject to appellate review by the Delaware Supreme Court.

Stockholders considering whether to seek appraisal should bear in mind that the fair value of their shares determined under Section 262 of the DGCL could be more than, the same as, or less than the value of the Merger Consideration to be paid in the Merger. Although Intersect ENT believes that the Merger Consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery. Neither Parent nor Intersect ENT anticipates offering more than the Merger Consideration to any Dissenting Stockholder, and each of Parent and Intersect ENT reserve the right to assert, in any appraisal proceeding, that for purposes of Section 262 of the DGCL, the “fair value” of the shares is less than the Merger Consideration.

The process of dissenting and exercising appraisal rights requires compliance with technical prerequisites. Stockholders wishing to exercise their appraisal rights should consult with their own legal counsel in connection with compliance with Section 262 of the DGCL.

Any stockholder who has duly demanded and perfected appraisal rights in compliance with Section 262 of the DGCL will not, after the Effective Time, be entitled to vote his or her shares for any purpose or be entitled to the payment of dividends or other distributions thereon, except dividends or other distributions payable to stockholders as of a date prior to the Effective Time.

If any stockholder who demands appraisal of shares under Section 262 of the DGCL fails to perfect, successfully withdraws or loses such stockholder’s right to appraisal, such stockholder’s shares will be deemed to have been converted at the Effective Time into the right to receive the Merger Consideration. A stockholder will fail to perfect, or effectively lose, the stockholder’s right to appraisal if no petition for appraisal is filed within 120 days after the effective date of the Merger. Inasmuch as Intersect ENT has no obligation to file such a petition and has no present intention to do so, any stockholder who desires such a petition is advised to file it on a timely basis. In addition, a stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal in accordance with Section 262 of the DGCL and accept the Merger Consideration by delivering to Intersect ENT a written withdrawal of such

stockholder’s demand for appraisal and acceptance of the terms of the Merger either within 60 days after the effective date of the Merger or thereafter with the written approval of Intersect ENT. Notwithstanding the foregoing, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just; provided, however, that the limitation set forth in this sentence will not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the Merger Consideration within 60 days after the effective date of the Merger.

The foregoing summary of the rights of the stockholders of Intersect ENT to seek appraisal rights under Delaware law does not purport to be a complete statement of the procedures to be followed by the stockholders of Intersect ENT desiring to exercise any appraisal rights available thereunder and is qualified in its entirety by reference to Section 262 of the DGCL. The proper exercise of appraisal rights requires strict adherence to the applicable provisions of the DGCL. A copy of Section 262 of the DGCL is included as Annex C to this Proxy.

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

The following is a summary of certain material U.S. federal income tax consequences of the Merger to U.S. Holders (as defined below) of shares of Intersect ENT common stock whose shares are converted into the right to receive cash pursuant to the Merger. This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed U.S. Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (the “IRS”), and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. No ruling from the IRS and no opinion of counsel will be requested in connection with the Merger or related transactions. Accordingly, the summary below neither binds the IRS nor precludes it from adopting a contrary position. This summary is limited to stockholders who hold their shares of Intersect ENT common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes).

This summary is for general information only and does not address all of the tax consequences that may be relevant to stockholders in light of their particular circumstances including, but not limited to, stockholders who, for U.S. federal income tax purposes:

If a partnership (including an entity or arrangement, domestic or non-U.S., treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of Intersect ENT common stock, then the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding shares of Intersect ENT common stock and partners therein should consult their tax advisors regarding the consequences of the Merger.

This summary does not address (i) any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction (ii) any U.S. federal non-income tax (such as estate, gift or other taxes), (iii) the impact of the alternative minimum tax, the Medicare contribution tax on net investment income or the special tax accounting rules under Section 451(b) of the Code that may be applicable to stockholders, or (iv) the tax considerations associated with transactions occurring prior to, concurrently with, or after the Merger (whether or not such transactions are consummated in connection with the Merger).

THE FOLLOWING SUMMARY IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING AND ADVICE. WE URGE YOU TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO YOU IN CONNECTION WITH THE MERGER IN LIGHT OF YOUR OWN PARTICULAR CIRCUMSTANCES, INCLUDING FEDERAL ESTATE, GIFT AND OTHER NON-INCOME TAX CONSEQUENCES, AND TAX CONSEQUENCES UNDER STATE, LOCAL OR NON-U.S. TAX LAWS.

For purposes of this summary, a “U.S. Holder” is a beneficial owner of shares of Intersect ENT common stock that is for U.S. federal income tax purposes:

For U.S. federal income tax purposes, the receipt of cash by a U.S. Holder in exchange for shares of Intersect ENT common stock pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. Holder will recognize gain or loss, if any, equal to the difference

between (1) the amount of cash received pursuant to the Merger and (2) the U.S. Holder’s adjusted tax basis in its shares of Intersect ENT common stock surrendered pursuant to the Merger. The amount, character and timing of such gain or loss generally will be determined separately with respect to each block of stock owned by such U.S. Holder surrendered in the Merger. For purposes of the foregoing, a block of stock is generally comprised of those shares of a particular class of stock of a company which were acquired at the same time and at the same price. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares of Intersect ENT common stock. A U.S. Holder’s gain or loss on the disposition of shares of Intersect ENT common stock generally will be characterized as capital gain or loss. Any such gain or loss will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one year at the time of the completion of the Merger and otherwise will be short-term capital gain or loss. Long-term capital gains recognized by certain non-corporate U.S. Holders, including individuals, are currently subject to taxation at preferential rates. Short-term capital gains are taxed at the same rates applicable to ordinary income. The deductibility of capital losses is subject to limitations.

Information reporting and backup withholding (currently, at a rate of 24%) may apply to the proceeds received by a stockholder pursuant to the Merger. Backup withholding generally will not apply to a U.S. Holder that furnishes a correct taxpayer identification number and certifies that such holder is not subject to backup withholding on IRS Form W-9 (or a substitute or successor form). Each stockholder should consult his or her own tax advisors regarding the application of backup withholding in his or her particular circumstances and the availability of, and procedure for obtaining (i) an exemption from backup withholding and (ii) a credit, refund or other tax benefit with respect to any amount of backup withholding.

The foregoing summary does not discuss all aspects of U.S. federal income taxation that may be relevant to particular holders of shares of Intersect ENT common stock. Stockholders should consult their own tax advisors as to the particular tax consequences to them of exchanging their shares of Intersect ENT common stock for cash pursuant to the Merger under any U.S. federal, state, local or non-U.S. tax laws.

Subject to certain limitations, Parent has agreed to use reasonable best efforts to take any and all actions necessary to obtain any consents, clearances or approvals required under or in connection with antitrust laws, and to enable all waiting periods under applicable antitrust laws to terminate or expire, and to use reasonable best efforts to avoid or eliminate each and every impediment under applicable antitrust laws asserted by any governmental entity, in each case, to cause the Merger to occur as promptly as practicable and in any event prior to the End Date. This includes, for example, making an appropriate filing of a notification and report form pursuant to the HSR Act as promptly as practicable, and to make all other filings required or advisable by applicable foreign antitrust laws with respect to the Merger as promptly as practicable.

Under the HSR Act and the rules promulgated thereunder, certain acquisitions may not be completed until information has been furnished to the Antitrust Division of the U.S. Department of Justice (“DOJ”) and the Federal Trade Commission (“FTC”), and the applicable HSR Act waiting period requirements have been satisfied. The waiting period under the HSR Act is 30 calendar days, unless the waiting period is terminated earlier (provided, however, that the FTC has temporarily suspended granting early termination other than in narrow circumstances that do not apply during the initial 30 day waiting period), extended by a request for additional information and documentary material, or restarted if Parent voluntarily withdraws and refiles to allow a second 30 calendar day waiting period. The Merger is subject to the provisions of the HSR Act and therefore cannot be completed until Intersect ENT and Parent file a notification and report form with the FTC and the DOJ under the HSR Act and the applicable waiting period has expired or been terminated. Intersect ENT and Parent made the necessary filings with the FTC and the Antitrust Division of the DOJ on August 23, 2021. Intersect ENT and Parent may also file pre-merger or post-merger notification filings, forms or submissions with other governmental entities pursuant to other applicable antitrust laws in connection with the Merger.

At any time before or after consummation of the Merger, notwithstanding the termination or expiration of the waiting period under the HSR Act, the FTC or the DOJ could investigate the Merger or take such action

under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets or business lines of the parties, seeking to impose conditions or limitations on one or both parties, or requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger, and notwithstanding the termination or expiration of the waiting period under the HSR Act, any state or foreign jurisdiction could investigate the Merger or take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets or business lines of the parties, seeking to impose conditions or limitations on one or both parties, or seeking to require the parties to license or hold separate assets or terminate existing relationships and contractual rights. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot be certain that a challenge to the Merger will not be made or that, if a challenge is made, we will prevail.

One or more governmental agencies, including government agencies outside the United States, may impose a condition, restriction, qualification, requirement or limitation when it grants the necessary consents, clearances or approvals. Third parties may seek to intervene in the regulatory process or litigate to enjoin or prevent consummation of the Merger, any of which actions could significantly impede or even preclude obtaining required regulatory consents, clearances or approvals. There is currently no way to predict how long it will take to obtain all of the required regulatory consents, clearances or approvals or whether they will ultimately be obtained, and there may be a substantial period of time between the approval by stockholders and the completion of the Merger.

Although we expect that all required termination or expiration of waiting periods and any required regulatory consents, clearances or approvals will be obtained, we cannot assure you that these will be timely obtained, obtained at all or that they will not involve the imposition of additional conditions on the completion of the Merger, including the requirement to divest assets or business lines, agree to certain conditions or limitations, or require changes to the terms of the Merger Agreement. These could result in the conditions to the Merger not being satisfied.

Subsequent to the filing of the Preliminary Proxy Statement on August 27, 2021, a civil action was filed challenging the adequacy of certain public disclosures made by Intersect ENT concerning Intersect ENT's proposed transaction with Medtronic. On September 1, 2021, Elaine Wang, a purported stockholder of Intersect ENT, commenced an action in the United States District Court for the Southern District of New York, captioned Elaine Wang v. Intersect ENT, Inc., et al., Case No. 1:21-cv-7348, against Intersect ENT and current members of the Intersect ENT Board. The Wang Complaint asserts claims under Sections 14(a) and 20(a) of the Exchange Act and seeks, among other things, an injunction preventing consummation of the proposed transaction with Medtronic, rescission of the proposed transaction or rescissory damages in the event it is consummated, an accounting by the defendants for all damages caused to the plaintiff, and the award of attorneys' fees and expenses. Intersect ENT and the current members of the Intersect ENT Board have not been served with the Wang Complaint. Defendants believe the claims asserted in these complaints are without merit, deny any wrongdoing in connection with the filing of the Preliminary Proxy Statement, and intend to vigorously defend against the claims.

The following summary describes the material provisions of the Merger Agreement. The descriptions of the Merger Agreement in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this summary may not contain all the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

The representations, warranties, covenants and agreements described below and included in the Merger Agreement (1) were made only for purposes of the Merger Agreement and as of specific dates; (2) were made solely for the benefit of the parties to the Merger Agreement; and (3) may be subject to important qualifications, limitations and supplemental information agreed to by Intersect ENT, Parent and Merger Sub in connection with negotiating the terms of the Merger Agreement and contained in the confidential disclosure schedules. In addition, the representations and warranties have been included in the Merger Agreement for the purpose of allocating contractual risk between Intersect ENT, Parent and Merger Sub rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Stockholders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of Intersect ENT, Parent or Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of Intersect ENT, Parent and Merger Sub, because the parties may take certain actions that are either expressly permitted in the confidential disclosure letter to the Merger Agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The Merger Agreement is described below, and included as Annex A, only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding Intersect ENT, Parent, Merger Sub or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding Intersect ENT and its business.

The Merger Agreement provides that, subject to the terms and conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time: (1) Merger Sub will be merged with and into Intersect ENT, with Intersect ENT becoming a wholly-owned subsidiary of Parent; and (2) the separate corporate existence of Merger Sub will thereupon cease. From and after the Effective Time, the Surviving Corporation will possess all properties, rights, privileges, immunities, powers and franchises of Intersect ENT and Merger Sub, and all of the debts, liabilities and duties of Intersect ENT and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

At the Effective Time, the board of directors of the Surviving Corporation will consist of the directors of Merger Sub as of immediately prior to the Effective Time, to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their successors are duly elected or appointed and qualified. From and after the Effective Time, the officers of Merger Sub at the Effective Time will be the officers of the Surviving Corporation, until their successors are duly appointed. At the Effective Time, the certificate of incorporation of Intersect ENT as the Surviving Corporation will be amended to read substantially identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, and the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, will become the bylaws of the Surviving Corporation, until thereafter amended.

The closing of the Merger will take place remotely by electronic exchange of documents on the second business day following the satisfaction or waiver of all conditions to closing of the Merger (described below under the caption, “—Conditions to the Closing of the Merger”) (other than those conditions to be satisfied at

the closing of the Merger, but subject to the satisfaction or waiver of those conditions at the Closing) or such other place mutually agreed to by Parent and Intersect ENT. On the closing date, the parties will file a certificate of merger with the Secretary of State for the State of Delaware as provided under the DGCL. The Merger will become effective upon the filing of the certificate of merger, or at such later time as is agreed by the parties and specified in the certificate of merger.

At the Effective Time, and without any action required by any stockholder, each share of common stock (other than shares of common stock (A) owned by Intersect ENT as treasury stock, (B) owned by Parent or Merger Sub or (C) held by a Company stockholder who properly demands appraisal for such dissenting shares) issued and outstanding as of immediately prior to the Effective Time will be cancelled and retired, and automatically converted into the right to receive the Per Share Merger Consideration, without interest thereon and less any applicable withholding taxes.

At the Effective Time, each Company Option that is unexercised and outstanding immediately prior to the Effective Time and for which the Per Share Merger Consideration exceeds the exercise price of such Company Option, and without regard to whether such Company Option is vested or unvested, shall be automatically cancelled and converted into the right to receive an amount in cash equal to the product of (1) the aggregate number of unexercised shares then subject to such Company Option, multiplied by (2) the excess, if any, of the Per Share Merger Consideration over such Company Option’s per share exercise price.

At the Effective Time, each Performance Option, to the extent outstanding and not vested immediately prior to the Effective Time, shall be cancelled without consideration and each Vested Performance Option shall be automatically cancelled and converted into the right to receive an amount in cash equal to the product of (1) the aggregate number of unexercised shares then subject to such Vested Performance Option, multiplied by (2) the excess, if any, of the Per Share Merger Consideration over such Vested Performance Option’s per share exercise price.

At the Effective Time, each Company RSU that is outstanding and unvested immediately prior to the Effective Time shall be automatically cancelled and, in consideration of such cancellation, the holder thereof shall be entitled to receive an amount in cash equal to the product of (A) the Per Share Merger Consideration and (B) the aggregate number of shares then underlying such Company RSU.

At the Effective Time, each Company PSU that is outstanding and unvested immediately prior to the Effective Time shall be automatically cancelled without consideration; provided that each Vested Company PSU shall be automatically cancelled and converted into the right to receive an amount in cash equal to the product of (A) the aggregate number of shares then subject to such Vested Company PSU, multiplied by (B) the Per Share Merger Consideration.

Any Options (whether vested or unvested) with a per share exercise price equal to or greater than $28.25 will be cancelled immediately upon the Effective Time without payment or consideration.

Intersect ENT’s Amended and Restated 2014 Employee Stock Purchase Plan (the “Company ESPP”) and the Intersect ENT equity incentive plans will terminate as of the Effective Time.

The Merger Agreement generally provides that no new offering periods or purchase periods will begin under the Company ESPP after August 6, 2021, and no individual will be allowed to begin participating in the ESPP after August 6, 2021. After August 6, 2021, each Company ESPP participant will not be allowed to increase his or her payroll contribution rate from the rate in effect as of August 6, 2021, or make separate non-payroll contributions to the ESPP, except as required by applicable law. Any purchase period that would otherwise be outstanding at the Effective Time will end no later than five days before the Effective Time. All outstanding purchase rights under the Company ESPP will be deemed to have been exercised no later than five business days before the Effective Time, and the Company ESPP will terminate as of the Effective Time. The amount of unused accumulated contributions of each participant under the Company ESPP as of immediately prior to the Effective Time will be refunded to such participant as of the Effective Time (without interest).

Prior to the closing of the Merger, Parent will designate a United States bank or trust company reasonably acceptable to Intersect ENT (the “Paying Agent”) to make payments of the Merger Consideration to holders of common stock and holders of Series D Preferred Stock. At or prior to the closing, Parent will deliver to the Paying Agent sufficient funds to pay the aggregate Merger Consideration to stockholders.

Promptly following the Effective Time (and in any event within five business days), Parent will cause the Paying Agent to mail to each holder of record a letter of transmittal in customary form and instructions for use in effecting the surrender of such holder’s shares of common stock represented by such holder’s certificate or book-entry shares in exchange for the Per Share Merger Consideration payable in respect of such shares. The amount of any Per Share Merger Consideration paid to stockholders may be reduced by any applicable withholding taxes.

If any cash deposited with the Paying Agent is not claimed within six months following the Effective Time, such cash will be returned to the Surviving Corporation, and any holders of common stock or holders of Series D Preferred Stock who have not complied with the exchange procedures in the Merger Agreement will thereafter look only to the Surviving Corporation for payment of the Per Share Merger Consideration. Any cash deposited with the Paying Agent that remains unclaimed two years following the Effective Time will, to the extent permitted by applicable law, become the property of the Surviving Corporation free and clear of any claims or interest of any person previously entitled thereto.

The Merger Agreement contains various representations and warranties made by Intersect ENT to Parent and Merger Sub, including representations relating to due organization, capitalization, due authorization, required consents and approvals, SEC filings, disclosure controls and procedures, absence of undisclosed liabilities, absence of adverse changes, material contracts, employee benefit plans, litigation, compliance with laws, intellectual property, data privacy, taxes, tangible assets, environmental issues, labor matters, brokers or finders, regulatory compliance, board recommendation, disclosure documents, interested party transactions and opinion of financial advisor. These representations and warranties were made to and solely for the benefit of Parent and Merger Sub as of specific dates. The assertions embodied in such representations and warranties are qualified by information contained in the Company Disclosure Schedule and by certain portions of the SEC filings filed by Intersect ENT prior to the date of the Merger Agreement. Accordingly, such representations and warranties may not be relied on as characterizations of the actual state of facts or circumstances, since they were only made as of the date of the Merger Agreement and are modified in important part by the underlying Company Disclosure Schedule.

Moreover, information concerning the subject matter of such representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Intersect ENT’s public disclosures. Certain representations and warranties in the Merger Agreement provide exceptions for items that are not reasonably likely to have a “Company Material Adverse Effect.”

For purposes of the Merger Agreement, a “Company Material Adverse Effect” means any event, circumstance, change or effect that has a material adverse change in, or material adverse effect on, the business, financial condition or results of operations of Intersect ENT and its subsidiaries, taken as a whole; provided, however, that any change or effect resulting from (i) the industries and markets in which Intersect ENT and its subsidiaries operate, (ii) the United States or the global economy or (iii) the United States financial or securities markets will be excluded from the determination of Company Material Adverse Effect, in the case of clauses (i), (ii) and (iii), to the extent they have not had, or would reasonably be expected not to have, a materially disproportionate effect on Intersect ENT and its subsidiaries relative to other companies in the same industry as Intersect ENT; and provided further that any change or effect resulting from the following, will not constitute, and will not be considered in determining whether there has occurred, a Company Material Adverse Effect: (1) the execution or the announcement of the Merger Agreement (except to the extent that such change or effect was the result of a breach of the certain representations and warranties in the Merger Agreement), (2) natural disasters, epidemics, pandemics (including COVID-19), acts of war, terrorism or sabotage, military actions or the escalation thereof or other force majeure events, to the extent they have not had, or would reasonably be expected not to have, a materially disproportionate effect on Intersect ENT and its subsidiaries relative to other companies in the same industry, (3) changes in generally accepted accounting principles or changes in the

interpretation of generally accepted accounting principles, or changes in the accounting rules and regulations of the SEC, (4) any enactment or other action required by law, required by the Merger Agreement or taken at the request of Parent or Merger Sub, (5) any litigation brought or threatened by stockholders of either Parent or Intersect ENT (whether on behalf of Intersect ENT, Parent or otherwise) asserting allegations of breach of fiduciary duty relating to the Merger Agreement or violations of securities laws in connection with the proxy statement or any other documents required to be filed by Intersect ENT with the SEC or disseminated to stockholders in connection with the Transactions, (6) any changes in law or interpretations thereof (including any health reform statutes, rules or regulations or interpretations thereof), (7) any action required to comply with the rules and regulations of the SEC or the SEC comment process, in each case, in connection with the proxy statement or any other documents required to be filed by Intersect ENT with the SEC or disseminated to stockholders in connection with the Transactions, (8) any decrease in the market price or trading volume of the shares (but not the underlying cause of such decrease), (9) any failure by Intersect ENT to meet any projections, forecasts or revenue or earnings predictions, or any predictions or expectations of Intersect ENT or of any securities analysts (but not the underlying cause of such failure) or (10) any fluctuations in foreign currency exchange rates.

The representations and warranties contained in the Merger Agreement will not survive the consummation of the Merger.

The Merger Agreement provides that during the period from the date of the Merger Agreement until the earlier of the Effective Time and the termination of the Merger Agreement (except (i) as may be required by law, (ii) with the prior written consent of Parent, which consent will not be unreasonably withheld, delayed or conditioned, (iii) as contemplated or permitted by the Merger Agreement, (iv) as reasonably necessary in light of the then-current operating conditions and developments as a result of COVID-19 or (v) as set forth in the Company Disclosure Schedule), the business of Intersect ENT and its subsidiaries will be conducted only in the ordinary and usual course of business in all material respects consistent with past practice, and Intersect ENT and its subsidiaries will use reasonable best efforts to:

The Merger Agreement provides that during the period from the date of the Merger Agreement until the Effective Time, except (i) as may be required by law, (ii) with the prior written consent of Parent, which consent will not be unreasonably withheld, delayed or conditioned, (iii) as contemplated or permitted by the Merger Agreement; (iv) for actions that are reasonably necessary in light of the then-current operating conditions as a result of COVID-19 or (v) as set forth in the Company Disclosure Schedule, Intersect ENT will not, and will not permit its subsidiaries to, do any of the following:

The Merger Agreement requires Intersect ENT to cease all existing discussions and negotiations with any persons (other than Parent, Merger Sub or any affiliates thereof) with respect to any proposal that constitutes, or would reasonably be expected to lead to:

Each of the above bullet points is referred to in the Merger Agreement as an “Acquisition Proposal”.

Except as provided in the following two paragraphs, from the date of the Merger Agreement until the earlier of termination of the Merger Agreement or the Effective Time, Intersect ENT and its subsidiaries will not, and will use reasonable best efforts to cause their respective representatives not to, directly or indirectly:

However, these restrictions will not prohibit Intersect ENT or the Intersect ENT Board from taking and disclosing to Intersect ENT’s stockholders a position contemplated by Rule 14e-2(a) or Rule 14d-9 under the Exchange Act, or from issuing a “stop, look and listen” statement pending disclosure of its position thereunder.

If at any time following the date of the Merger Agreement and prior to the date on which holders of a majority of Intersect ENT’s outstanding shares entitled to vote approve the Merger, Intersect ENT is contacted by a third party expressing an interest in discussing an Acquisition Proposal or receives an Acquisition Proposal, in each case, that is not the result of any material breach by Intersect ENT of the non-solicitation obligations of the Merger Agreement, Intersect ENT and the Intersect ENT Board may participate or engage in negotiations, inquiries or discussions (including, as a part thereof, making any counterproposal) with, or disclose or furnish any nonpublic information and data to, such third party (but only after such third party enters into a confidentiality agreement no less restrictive in terms of confidentiality than the Confidentiality Agreement between Intersect ENT and Parent described below, which may not provide for an exclusive right to negotiate with Intersect ENT) making such contact or making such Acquisition Proposal and their respective representatives and potential sources of financing, if, and only if, prior to the date on which the requisite shareholder vote is obtained, the Intersect ENT Board determines in good faith, after consultation with financial advisors, that such Acquisition Proposal constitutes, or would reasonably be expected to lead to, a Superior Proposal (as defined below) and the Intersect ENT Board determines in good faith, after consultation with counsel, that failure to participate in such negotiations, inquiries or discussions, disclose or furnish such information, would reasonably be expected to violate the fiduciary duties of Intersect ENT’s directors under applicable law, Intersect ENT will promptly (within 24 hours after receipt) notify Parent in writing in the event Intersect ENT receives (i) any Acquisition Proposal or (ii) any request for nonpublic information relating to Intersect ENT or its subsidiaries other than requests for information in the ordinary course of business or, in the good faith judgment of the Intersect ENT Board, unrelated to an Acquisition Proposal. Intersect ENT will (a) notify Parent in writing promptly (within 24 hours) of any decision of the Intersect ENT Board as to whether to enter into discussions or negotiations with any third parties concerning any Acquisition Proposal or to disclose or furnish nonpublic information with respect to Intersect ENT or any of its subsidiaries, (b) provide Parent with written notice setting forth all such information (including the identity of the third party making such Acquisition Proposal) as is reasonably necessary to keep Parent informed of the status and material terms of any such Acquisition Proposal and of any material amendments thereto, (c) promptly provide Parent a copy of all written information provided by or on behalf of such third party in connection with any Acquisition Proposal or provided by or on behalf of Intersect ENT or its representatives to such third party (other than any information which has previously been made available to Parent or its representatives), and (d) notify Parent promptly (within 24 hours) of any determination by the Intersect ENT Board that such Acquisition Proposal constitutes a Superior Proposal (as defined below). Intersect ENT and its subsidiaries will not enter into any agreement with any third party subsequent to the date of the Merger Agreement that restricts Intersect ENT’s ability to provide such information to Parent, and, if Intersect ENT is a party to any agreement that prohibits Intersect ENT from providing such information to Parent, prior to providing nonpublic information to, or engaging in discussions or negotiations with, the counterparty to such agreement, Intersect ENT will obtain approval from the counterparty to such agreement to allow Intersect ENT to provide such information to Parent.

A “Superior Proposal” is defined in the Merger Agreement to mean (i) an Acquisition Proposal to acquire (a) beneficial ownership (as defined in the Exchange Act) of 50% or more of the shares pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, tender offer or exchange offer or similar transaction or series of related transactions involving Intersect ENT or (b) 50% or more of the assets of Intersect ENT and its subsidiaries, taken as a whole, and (ii) which the Intersect ENT Board determines, after

consultation with its outside legal counsel and financial advisors, and after taking into account all of the terms and conditions of the Acquisition Proposal and all financial, legal, regulatory, and other aspects of the Acquisition Proposal, is more favorable to Intersect ENT stockholders than the Transactions.

In the Merger Agreement, Intersect ENT has agreed that neither the Intersect ENT Board nor any committee thereof will, unless the Merger Agreement has been properly terminated (as described above under “Termination of the Merger Agreement”), (a) withdraw, qualify or modify, or publicly propose to withdraw, qualify or modify, in a manner adverse to Parent or Merger Sub, its recommendation to Intersect ENT stockholders to approve the adoption of the Merger Agreement and approve the Merger (the “Intersect ENT Board Recommendation”), (b) make any public disclosure inconsistent with the Intersect ENT Board Recommendation, or, fail to reaffirm the Intersect ENT Board Recommendation following the public announcement of an Acquisition Proposal within two business days of a written request by Parent, (c) approve, adopt or recommend, or publicly propose to approve, adopt or recommend, any Acquisition Proposal or (d) in the event of a tender offer or exchange offer for any outstanding shares, fail to recommend against such tender offer or exchange offer within 10 business days of the commencement thereof (any action referred to in the foregoing clauses (a) - (d) being referred to as a “Change of Recommendation”) or (e) approve or recommend, or publicly propose to approve or recommend, or allow Intersect ENT to enter into any contract, agreement or understanding related to, intended to or reasonably expected to lead to, an Acquisition Proposal, or requiring it to abandon, terminate or fail to consummate the Transactions.

Notwithstanding the restrictions described in the preceding paragraph, prior to the date on which the requisite shareholder vote is obtained, if the Intersect ENT Board determines in good faith, after consultation with its outside legal counsel and financial advisor (in the case of clause (i) below) that (i) (x) a written Acquisition Proposal received by Intersect ENT constitutes a Superior Proposal and (y) the failure to take such action would reasonably be expected to violate the fiduciary duties of Intersect ENT’s directors under applicable law, or (ii) in the absence of an Acquisition Proposal, due to events, facts or developments not known by Intersect ENT or, in the estimation of the Intersect ENT Board, not reasonably likely to occur, as of the date of the Merger Agreement (which events, facts or developments do not relate to (A) any Acquisition Proposal, (B) any events, facts or developments relating to Parent, Merger Sub or any of their affiliates, (C) clearance of the Merger under applicable antitrust laws or (D) the mere fact that Intersect ENT meets or exceeds any internal or published financial or operating metrics or changes in the market price or trading value of the shares or Intersect ENT’s credit rating (but not including the underlying cause thereof)) the failure to take such action would reasonably be expected to violate the fiduciary duties of Intersect ENT’s directors under applicable law, the Intersect ENT Board may:

However, Intersect ENT may not terminate the Merger Agreement pursuant to clause (b) unless, in advance of or concurrently with such termination, Intersect ENT (1) pays the termination fee (described below) required by the Merger Agreement, (2) simultaneously with such termination enters into a merger agreement, agreement in principle, acquisition agreement, purchase agreement or other similar agreement relating to an Acquisition Proposal (an “Alternative Acquisition Agreement”) and (3) terminates the Merger Agreement pursuant to clause (c)(ii) under “Termination of the Merger Agreement” below. In addition, the Intersect ENT Board may not effect a Change of Recommendation pursuant to clause (a) above or terminate the Merger Agreement pursuant to clause (b) above unless:

In the event of any material revisions to the Superior Proposal or material changes to the facts and circumstances necessitating such Change of Recommendation after the start of the Notice Period, Intersect ENT is required to deliver a new written notice to Parent and to comply with the requirements described in clauses (1) through (3) above with respect to such new written notice, and the Notice Period will be deemed to have recommenced on the date of such new notice, but with respect to any such notices references to a period of “5 calendar days” are replaced with references to “3 calendar days.” Any Change of Recommendation will not change the approval of the Intersect ENT Board for purposes of causing any state takeover statute or other law to be inapplicable to the Transactions, including the Merger.

For a period of one year following the Effective Time (or, if earlier, until the date of termination of the applicable employee’s employment with Parent or Surviving Corporation), Parent will provide, or will cause the Surviving Corporation to provide, to (i) each employee of Intersect ENT or any of its subsidiaries who remains in the employment of Parent or the Surviving Corporation (or their respective subsidiaries) following the Effective Time (the “Continuing Employees”) with a base salary or wage rate and annual target cash bonus opportunity that is no less in the aggregate than the base salary or wage rate and annual target cash bonus opportunity in effect for each such Continuing Employee immediately preceding the Effective Time and (ii) Continuing Employees employee benefits that are substantially comparable, in the aggregate, to those provided to similarly situated employees of Parent.

To the extent Parent elects to have Continuing Employees and their eligible dependents participate in its or its affiliate’s employee benefit plans, programs or policies following the Effective Time and subject to applicable law and the terms of the applicable plan, Parent will, or will cause the Surviving Corporation or its subsidiaries to, recognize the prior service with Intersect ENT or any of its subsidiaries of each Continuing Employee for purposes of eligibility to participate, vesting and determination of level of benefits in any employee benefit plans, programs or policies of Parent or its affiliates in which Continuing Employees are eligible to participate (but not (i) for purposes of vesting in stock options and other equity awards, (ii) for purposes of benefit accruals under any defined benefit pension plan, (iii) to the extent that such recognition would result in duplication of benefits, or (iv) to the extent that such recognition is prohibited by law).

From and after the Effective Time, and subject to applicable law and the terms of the applicable plan or operating plan guidelines, Parent will, or will cause the Surviving Corporation or its subsidiaries to, use commercially reasonable efforts to cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans of Parent or its affiliates to be waived with respect to Continuing Employees and their eligible dependents to the extent such Continuing Employees and their eligible dependents were not subject to such preexisting conditions and limitations and eligibility waiting periods under the comparable benefit plans of Intersect ENT as of the time immediately preceding the Effective Time.

No provision of the Merger Agreement will (i) be treated as an amendment of, or undertaking to establish, amend or modify any benefit plan, (ii) limit or prohibit Parent or any of its affiliates, including the Surviving Corporation, from amending or terminating any employee benefit plan, including any benefit plan of Intersect ENT or (iii) require Parent or any of its affiliates to employ or engage any Continuing Employee or other individual for any period of time. The provisions described above are solely for the benefit of Parent, Merger Sub and Intersect ENT, and no provision of the Merger Agreement, express or implied, confers upon any other person any rights or remedies, including any right to employment or continued employment for any specified period, or compensation or benefits of any nature or kind whatsoever.

Under the Merger Agreement, Parent, Merger Sub and Intersect ENT agreed to use reasonable best efforts to take, or cause to be done, all actions, and do, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary, proper and advisable to consummate the Merger as promptly as reasonably practicable.

Under the Merger Agreement, Parent has agreed to, and will cause the Surviving Corporation to, indemnify and hold harmless the Indemnified Parties against any costs or expenses, judgments, fines, losses, claims, damages or liabilities in connection with actions or omissions occurring at or prior to the Effective Time (including the Merger) to the fullest extent that the Surviving Corporation is permitted by law, and Parent will, and will cause the Surviving Corporation to, promptly advance expenses as incurred to the fullest extent that the Surviving Corporation is permitted by law. The charter and bylaws of the Surviving Corporation will contain the provisions with respect to indemnification and advancement of expenses set forth in the certificate of incorporation and bylaws of Intersect ENT as amended, restated and in effect on the date of the Merger Agreement, which provisions will not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of the Indemnified Parties, unless such modification is required by law.

Pursuant to the Merger Agreement, from and after the Effective Time, the Surviving Corporation will keep in full force and effect, and comply with the terms and conditions of, any agreement in effect as of the date of the Merger Agreement between or among Intersect ENT or any of its subsidiaries and any Indemnified Party providing for the indemnification of such Indemnified Party.

Parent has also agreed to cause to be maintained in effect for no less than 6 years from the Effective Time the existing policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Intersect ENT and its subsidiaries for the Indemnified Parties and any other employees, agents or other individuals covered by such insurance policies prior to the Effective Time with respect to matters occurring at or prior to the Effective Time (including the Merger), so long as the annual premium therefore would not be in excess of (the Maximum Premium. Under the Merger Agreement, Intersect ENT may, prior to the Effective Time, purchase a so-called Reporting Tail Endorsement with an annual premium not in excess of the Maximum Premium, in which case, provided that Parent causes the Surviving Corporation to maintain such Reporting Tail Endorsement in full force and effect for not less than 6 years from the Effective Time, Parent will be relieved from its other indemnification and insurance obligations.

For more information, please refer to the section of this proxy statement captioned “The Merger—Interests of Intersect ENT’s Directors and Executive Officers in the Merger.”

Pursuant to the Merger Agreement, the parties agree to make an appropriate filing pursuant to the HSR Act as promptly as practicable and in any event within ten business days of the date of the Merger Agreement unless otherwise agreed to in writing, and to make all other filings required or advisable by applicable foreign antitrust laws with respect to the Transactions as promptly as practicable and in any event prior to the expiration of any applicable legal deadline and to supply as promptly as practicable any additional information and documentary material that may be required pursuant to the HSR Act or any other antitrust law. The parties also agree to consult and cooperate with one another in connection with proceedings under or relating to any applicable antitrust laws and, subject to certain limitations, Parent agrees to use reasonable best efforts to take any and all actions necessary to obtain any consents, clearances or approvals required under or in connection with antitrust laws. Parent will pay all filing fees, administrative fees, costs and expenses to any governmental entity incurred in connection with filings made in connection with antitrust laws.

Subject to certain limitations, including that Parent is not obligated to accept any burdensome condition (as defined in the Merger Agreement), Parent and Intersect ENT will, and will cause their respective subsidiaries and affiliates to propose, negotiate, agree to and consummate the sale, divestiture, license or other disposition of Intersect ENT’s Fiagon business, irrespective of economic consequences, as promptly as practicable and in any event such that such sale, divestiture, license or other disposition may be consummated in advance of the End Date, provided any such sale, divestiture, license or other disposition will be conditioned upon and not effective until closing.

Parent will lead and make all strategic decisions and coordinate all activities with respect to any requests that may be made by, or any actions, consents, undertakings, approvals, or waivers that may be sought by or from, any governmental entity, including determining the strategy for contesting, litigating or otherwise responding to objections to, or proceedings challenging, the completion of the Transactions. Intersect ENT will not make any offer, acceptance or counter-offer to or otherwise engage in negotiations or discussions with any governmental entity with respect to any proposed settlement, consent decree, commitment or remedy, except as specifically requested by or agreed with Parent. Parent agrees not to enter into any contracts for an acquisition of any ownership interest or assets of any person that would reasonably be expected to materially delay or prevent the consummation of the Transactions by the End Date.

Intersect ENT will, and will cause its subsidiaries to use reasonable best efforts to take, or cause to be taken, all actions and to assist and cooperate with Parent and Merger Sub in doing all things necessary, proper or advisable with respect to the facility agreement dated May 11, 2020 by and among Intersect ENT, as borrower, certain of Intersect ENT’s subsidiaries from time to time party thereto as guarantors and Deerfield relating to the issuance and sale by Intersect ENT to Deerfield of $65 million of principal amount of 4.0% unsecured senior convertible notes (the “Deerfield Convertible Facility Agreement”) and the facility agreement dated July 22, 2021, by and among Intersect ENT, as borrower, the loan parties from time to time party thereto, the lenders set forth thereto, and Deerfield (the “Deerfield Term Facility Agreement”, and together with the Deerfield Convertible Facility Agreement, the “Deerfield Agreements”), including providing timely notice to Deerfield of the Merger; provided that in connection therewith, neither Intersect ENT or any of its subsidiaries will be required to (nor, without the prior written consent of the Parent, will) make or agree to make any payment or accept any material conditions or obligations, including amendments to any of the existing conditions and obligations of the Deerfield Agreements.

Following receipt of a redemption notice or early termination notice from a holder of the Deerfield Convertible Notes, Parent will pay, or cause to be paid, the applicable redemption price or the successor transaction consideration required under the terms of the Deerfield Convertible Notes, as applicable, plus accrued and unpaid interest through the date of such payment, together with any other amounts payable pursuant to the Deerfield Convertible Facility Agreement, to such holder concurrently with the closing.

Intersect ENT will terminate the Deerfield Term Facility Agreement at the closing, and will use reasonable best efforts to obtain at the closing customary payoff letters from the lenders under the Deerfield Term Facility Agreement, including, subject to the payment of any applicable payoff amount, the release of all liens granted in connection with the Deerfield Term Facility Agreement.

During the period from the date of the Merger Agreement until the earlier of the Effective Time and the termination of the Merger Agreement, Parent will provide unsecured subordinated loans from time to time in an amount no greater than the maximum amount and otherwise on the terms set forth in Intersect ENT Disclosure Schedule and otherwise on customary terms for such loans. Promptly following the date of the Merger Agreement (and in any event no later than August 27, 2021), the parties will use their respective commercially reasonable efforts to negotiate and finalize definitive documentation evidencing such loans. Intersect ENT will use commercially reasonable efforts to obtain the consent of Deerfield (to the extent required) with respect to such loans; provided that in connection therewith, Intersect ENT will not be required to (nor, without the prior written consent of the Parent, will) make or agree to make any payment or accept any material conditions or obligations, including amendments to existing conditions and obligations.

Intersect ENT has agreed to schedule a special meeting of the stockholders within 45 days (subject to certain permitted extensions) of the initial mailing of the proxy statement for the purpose of voting upon the adoption of the Merger Agreement, and approval of the Merger and take all action reasonably necessary or advisable to secure the approval of Intersect ENT stockholders (in accordance with applicable law and Intersect ENT’s organizational documents).

Intersect ENT will: (1) provide Parent with prompt notice of all stockholder litigation relating to the Merger Agreement; (2) keep Parent reasonably informed with respect to status thereof; (3) give Parent the opportunity to participate in the defense, settlement or prosecution of any such litigation; and (4) consult with Parent with respect to the defense, settlement or prosecution of such litigation. Intersect ENT may not settle any such litigation without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned).

The obligations of Parent and Merger Sub, on the one hand, and Intersect ENT, on the other hand, to consummate the Merger are subject to the satisfaction or waiver (where permitted by applicable law) of each of the following conditions:

In addition, the obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver of each of the following additional conditions:

In addition, the obligation of Intersect ENT to consummate the Merger is subject to the satisfaction or waiver of each of the following additional conditions:

In the event that the Merger Agreement is terminated for any reason set forth above, the Merger Agreement will become null and void, and there will be no liability on the part of Merger Sub, Parent or Intersect ENT (or any of their respective directors, officers, employees, stockholders, representatives, agents or advisors), except for with respect to Merger Sub, Parent and Intersect ENT, certain enumerated exceptions; provided, however, that such termination will not relieve any party from liability for intentional and material breach of the Merger Agreement or fraud.

The Merger Agreement provides that, except as described below, all costs and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby will be paid by the party incurring such costs and expenses whether or not the Merger or any of the other Transactions is consummated; provided that Parent will pay all filings, administrative fees, costs and expenses to any governmental entity incurred in connection with relevant antitrust filings.

The Merger Agreement also provides that Intersect ENT will pay Parent a termination fee of $29,250,000 in cash if the Merger Agreement is terminated: (1) by Intersect ENT pursuant to clause (c)(ii) under “Termination of the Merger Agreement” above, (2) by Parent or Merger Sub pursuant to clause (d)(ii) under “Termination of the Merger Agreement” above, (3) by Parent or Merger Sub pursuant to clause (d)(i) under “Termination of the Merger Agreement” above, based on a knowing, material breach by Intersect ENT or its subsidiaries or representatives of its restrictions described under “Alternative Acquisition Proposals” below or (4) (x) by (A) Intersect ENT or Parent pursuant to clause (b)(iii) under “Termination of the Merger Agreement” above (but only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso in this clause (b)(iii)), or (B) by Parent or Merger Sub pursuant to clause (d)(i) under “Termination of the Merger Agreement” above, if (y) there has been publicly disclosed after the date of the Merger Agreement and prior to the date of termination of the Merger Agreement an Acquisition Proposal (as defined above) that remains outstanding and not withdrawn as of the date of termination of the Merger Agreement and (z) within 12 months after such termination of the Merger Agreement, Intersect ENT enters into a definitive agreement with respect to a Qualifying Transaction (as defined below) or consummates a Qualifying Transaction (in each case regardless of whether the Qualifying Transaction is the Acquisition Proposal referred to in clause (y)). “Qualifying Transaction” means any acquisition of (i) 50% or more of the outstanding shares pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, tender offer or exchange offer or similar transaction involving Intersect ENT or (ii) all or substantially all of the assets of Intersect ENT and its subsidiaries, taken as a whole.

The termination fee is payable concurrently in the case of a termination pursuant to clause (1) above, within one business day after the termination by Parent described in clauses (2) and (3) above and within one business day after Intersect ENT executes and delivers a definitive agreement with respect to (or, if earlier, consummates) a Qualifying Transaction in connection with a termination described in clause (4) above.

If the Merger Agreement is terminated: (1) pursuant to clause (b)(i) under “Termination of the Merger Agreement” above, and at the time of termination, all closing conditions have been satisfied or waived other than conditions related to antitrust laws, there is an agreement not to consummate the Merger with any governmental entity with the authority to enforce antitrust laws, or there is a pending lawsuit against Parent, Intersect ENT, Merger Sub or any subsidiary of Intersect ENT or any of their respective directors, officers or members brought by a government entity challenging the Merger Agreement or otherwise seeking to delay, restrain, prohibit or seeking to prohibit or impose material limitations on the Merger; (2) pursuant to clause (b)(ii) under “Termination of the Merger Agreement” above or (3) pursuant to clause (c)(i) under “Termination of the Merger Agreement” above based on a breach by Parent of certain antitrust covenants, then an amount equal to the aggregate amounts outstanding under the unsecured subordinated loans issued pursuant to the Merger Agreement (as described above) plus all accrued and unpaid interest under the unsecured subordinated loans (as described above under “Unsecured Subordinated Loan Facility”) will no longer be due and payable to Parent.

Parent, Merger Sub and Intersect ENT are entitled to an injunction, specific performance and other equitable relief to prevent breaches (or threatened breaches) of the Merger Agreement and to enforce the terms of the Merger Agreement, in addition to any other remedy to which they are entitled at law or in equity.

The Merger Agreement may be amended, modified and supplemented in any and all respects, at any time prior to the Effective Time, by written agreement of Parent, Merger Sub and Intersect ENT.

The Merger Agreement is governed by Delaware law.

Under Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, Intersect ENT is required to submit a proposal to our stockholders to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Intersect ENT’s named executive officers that is based on or otherwise relates to the Merger Agreement and the Transactions. This compensation is summarized in the section captioned “The Merger—Interests of Intersect ENT’s Directors and Executive Officers in the Merger” beginning on page 37 of this proxy statement. The Intersect ENT Board encourages you to review carefully the named executive officer merger-related compensation information disclosed in this proxy statement. Accordingly, Intersect ENT is asking you to approve the following resolution:

“RESOLVED, that the stockholders of Intersect ENT approve, on a non-binding, advisory basis the compensation that will or may become payable to Intersect ENT’s named executive officers that is based on or otherwise relates to the merger as disclosed pursuant to Item 402(t) of Regulation S-K in the section entitled ‘The Merger—Interests of Intersect ENT’s Directors and Executive Officers in the Merger’.”

The vote on this Compensation Proposal is a vote separate and apart from the vote on the proposal to adopt the Merger Agreement. Accordingly, you may vote to approve the proposal to adopt the Merger Agreement and vote not to approve this Compensation Proposal and vice versa. Because the vote on the Compensation Proposal is advisory only, it will not be binding on Intersect ENT. Accordingly, if the Merger Agreement is adopted and the Merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the vote on this Compensation Proposal.

Approval, on an advisory (non-binding) basis, of the Compensation Proposal requires the affirmative vote of the outstanding shares of Intersect ENT’s common stock representing a majority of the voting power of such outstanding shares present at the meeting in person or by proxy, provided a quorum is present. Assuming a quorum is present, (i) a failure to vote in person or by proxy at the Special Meeting will have no effect on the outcome of the Compensation Proposal, (ii) abstentions will be treated as votes cast and, therefore, will have the same effect as a vote against the Compensation Proposal and (iii) broker “non-votes” (if any) will have no effect on the outcome of the Compensation Proposal. Shares of Intersect ENT common stock represented by properly executed, timely received and unrevoked proxies will be voted in accordance with the instructions indicated thereon. If an Intersect ENT stockholder returns a signed proxy card without indicating voting preferences on such proxy card, the shares of Intersect ENT common stock represented by that proxy will be counted as present for purposes of determining the presence of a quorum for the Special Meeting and all of such shares will be voted as recommended by the Intersect ENT Board.

We are asking you to approve a proposal to adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. If stockholders approve the Adjournment Proposal, we could adjourn the Special Meeting and any adjourned session of the Special Meeting and use the additional time to solicit additional proxies, including solicitation proxies from stockholders that have previously returned properly executed proxies voting against adoption of the Merger Agreement. Among other things, approval of the Adjournment Proposal could mean that, even if we had received proxies representing a sufficient number of votes against adoption of the Merger Agreement such that the proposal to adopt the Merger Agreement would be defeated, we could adjourn the Special Meeting without a vote on the adoption of the Merger Agreement and seek to convince the holders of those shares to change their votes to votes in favor of adoption of the Merger Agreement. Additionally, we may seek to adjourn the Special Meeting if a quorum is not present or otherwise at the discretion of the chairman of the Special Meeting.

Our common stock is listed on Nasdaq under the symbol “XENT.” As of September 3, 2021, there were 33,420,243 shares of common stock outstanding held by approximately 14 stockholders of record. The actual number of stockholders is greater than this number of record holders and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees. We have never declared or paid any cash dividends on our common stock.

On September 3, 2021, the latest practicable trading day before the printing of this proxy statement, the closing price for our Class A common stock on Nasdaq was $27.53 per share. You are encouraged to obtain current market quotations for our common stock.

Following the Merger, there will be no further market for our common stock and it will be delisted from Nasdaq and deregistered under the Exchange Act. As a result, following the Merger we will no longer file periodic reports with the SEC.

The following table presents information as to the beneficial ownership of our common stock as of August 20, 2021, for:

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Common stock subject to options that are currently exercisable or exercisable within 60 days of August 20, 2021, are deemed to be outstanding and to be beneficially owned by the person holding the options for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Percentages of beneficial ownership of our common stock in the table are based on 33,346,182 shares of common stock issued and outstanding on August 20, 2021. Unless otherwise indicated, the address of each of the individuals and entities named below is c/o Intersect ENT, Inc., 1555 Adams Drive, Menlo Park, California 94025:

At this time, we know of no other matters to be voted on at the Special Meeting. If any other matters properly come before the Special Meeting, your shares of common stock will be voted in accordance with the discretion of the appointed proxy holders.

If the Merger is completed, we will have no public stockholders and there will be no public participation in any future meetings of stockholders of Intersect ENT. However, if the Merger is not completed, stockholders will continue to be entitled to attend and participate in stockholder meetings.

Intersect ENT will hold the regular annual meeting of its stockholders in 2022 only if the Merger is not completed.

To be considered for inclusion in the proxy materials for our 2022 annual meeting (if held), your proposal must be submitted in writing to our Corporate Secretary (Intersect ENT, Inc., Attn: Investor Relations, 1555 Adams Drive, Menlo Park, California 94025) by December 21, 2021; provided, however, that, in the event that the date of the annual meeting is held before May 4, 2022, or after July 3, 2022, for your notice to be timely, it must be so received by the Corporate Secretary within a reasonable time before we begin to print and mail the Proxy Statement. Stockholders wishing to submit proposals or director nominations that are not to be included in our proxy materials for our 2022 annual meeting must do so no earlier than the close of business on February 3, 2022, and no later than the close of business on March 5, 2022; provided, however, that, in the event that the date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the first anniversary of the preceding year’s annual meeting, for your notice to be timely, it must be so received by the Corporate Secretary not earlier than the close of business on the one hundred twentieth (120^th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90^th) day prior to such annual meeting or the tenth (10^th) day following the day on which public announcement of the date of such meeting is first made.

You are advised to review our bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

Under our bylaws, in order for a matter to be deemed properly presented by a stockholder, timely notice must be received by our Corporate Secretary at our principal executive offices not later than the close of business on the 90^th day nor earlier than the 120^th day before the one-year anniversary of the preceding year’s annual meeting of stockholders. Please note, however, that in the event that the date of the annual meeting is advanced by more than 30 days prior to or delayed by more than 30 days after the one-year anniversary of the date of the previous year’s annual meeting, then, for notice by the stockholder to be timely, it must be so received by the Corporate Secretary not earlier than the close of business on the 120^th day prior to such annual meeting and not later than the close of business on the later of (i) the 90^th day prior to such annual meeting or (ii) the tenth day on which public announcement of the date of such annual meeting is first made.

In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice under our bylaws. A copy of our amended and restated bylaws may be obtained by accessing our filings on the SEC’s website at www.sec.gov. You may also contact our Corporate Secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

Unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. Each stockholder in the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce our expenses.

If you would like to receive your own set of our disclosure documents this year or in future years, please contact us using the instructions set forth below. Similarly, if you share an address with another stockholder and together both of you would like to receive only a single set of our disclosure documents, please contact us using the instructions set forth below.

If you are a stockholder of record, you may contact us by writing to Intersect ENT’s Investor Relations at 1555 Adams Drive, Menlo Park, California 94025. Eligible stockholders of record receiving multiple copies of this proxy statement can request householding by contacting us in the same manner. If a bank, broker or other nominee holds your shares, please contact your bank, broker or other nominee directly.

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public at the SEC website at www.sec.gov. You also may obtain free copies of the documents we file with the SEC, including this proxy statement, by going to the Investors section of our website, ir.intersectent.com. Our website address is provided as an inactive textual reference only. The information provided on our website is not part of this proxy statement, and therefore is not incorporated herein by reference.

The SEC allows us to “incorporate by reference” information into this proxy statement, which means that we can disclose important information to you by referring you to other documents filed separately with the SEC. The information incorporated by reference is deemed to be part of this proxy statement, except for any information superseded by information in this proxy statement or incorporated by reference subsequent to the date of this proxy statement. This proxy statement incorporates by reference the documents set forth below that we have previously filed with the SEC. These documents contain important information about us and our financial condition and are incorporated by reference into this proxy statement.

The following Intersect ENT filings with the SEC are incorporated by reference:

We also incorporate by reference into this proxy statement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (in each case, other than those documents or the portions of those documents not deemed to be filed) after the date of this proxy statement and before the date of the Special Meeting between the date of this proxy statement and the earlier of the date of the Special Meeting or the termination of the Merger Agreement. These documents include periodic reports, such as Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as well as Current Reports on Form 8-K and proxy soliciting materials. The information provided on our website is not part of this proxy statement, and therefore is not incorporated by reference herein.

Information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K, including related exhibits, is not and will not be incorporated by reference into this proxy statement.

You may read and copy any reports, statements or other information that we file with the SEC at the SEC’s public reference room at the following location: 100 F Street, N.E., Room 1580, Washington, DC 20549. You may also obtain copies of those documents at prescribed rates by writing to the Public Reference Section of the SEC at that address. Please call the SEC at (800) SEC-0330 for further information on the public reference room. These SEC filings are also available to the public from commercial document retrieval services and at www.sec.gov.

You may obtain any of the documents we file with the SEC, without charge, by requesting them in writing or by telephone from us at the following address:

If you would like to request documents from us, please do so as soon as possible, to receive them before the Special Meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt method, within one business day after we receive your request. Please note that all of our documents that we file with the SEC are also promptly available through our website at ir.intersectent.com and clicking on the link titled “Financial Information”. The information included on our website is not incorporated by reference into this proxy statement.

If you have any questions concerning the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of common stock, please contact our proxy solicitor:

Intersect ENT has supplied all information relating to Intersect ENT, and Parent has supplied, and Intersect ENT has not independently verified, all of the information relating to Parent and Merger Sub contained in this proxy statement.

You should rely only on the information contained in this proxy statement, the annexes to this proxy statement and the documents that we incorporate by reference in this proxy statement in voting on the Merger. We have not authorized anyone to provide you with information that is different from what is contained in this proxy statement. This proxy statement is dated September 7, 2021. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date (or as of an earlier date if so indicated in this proxy statement), and the mailing of this proxy statement to stockholders does not create any implication to the contrary. This proxy statement does not constitute a solicitation of a proxy in any jurisdiction where, or to or from any person to whom, it is unlawful to make a proxy solicitation.