St. Jude Medical and EP MedSystems Announce Cash/Stock Election Deadline and Expected Closing Date of Pending Acquisition
June 26 2008 - 8:30AM
Business Wire
St. Jude Medical, Inc. (NYSE: STJ) and EP MedSystems, Inc. (NASDAQ:
EPMD) announced today that the deadline for EP MedSystems
shareholders to elect the form of consideration they wish to
receive in connection with the previously announced acquisition of
EP MedSystems by St. Jude Medical will be 5 p.m. EDT, on July 1,
2008 (the �Election Deadline�). The transaction is scheduled to
close on July 3, 2008, provided that the requisite EP MedSystems
shareholder approval is obtained. Final shareholder results will be
announced before market open on July 7, 2008. As previously
announced, under the terms of the agreement, EP MedSystems
shareholders will receive either $3.00 in cash or approximately
$3.00 of St. Jude Medical common stock (determined as provided in
the merger agreement) for each EP MedSystems share they own. EP
MedSystems shareholders have the option to elect between cash and
shares, subject to pro-ration such that St. Jude Medical will issue
40 percent of the total merger consideration in St. Jude Medical
common stock and 60 percent in cash, as described in the joint
proxy statement/prospectus mailed to EP MedSystems shareholders as
of the close of business on June 3, 2008, the record date. EP
MedSystems shareholders must deliver before the Election Deadline
to U.S. Bank National Association, the Exchange Agent, at its
offices at 60 Livingston Avenue, EP-MN-WS2N, St. Paul, MN
55107-2292, a properly completed Letter of Transmittal and Form of
Election, together with either (i) certificate(s) representing all
the shares of EP MedSystems common stock covered by the election,
or confirmation of a book-entry transfer of such shares into the
Exchange Agent�s account by such date and time, or (ii) a properly
completed and signed notice of guaranteed delivery. If a notice of
guaranteed delivery is submitted, the certificate(s) representing
the corresponding EP MedSystems shares (or confirmation of their
book-entry transfer to the Exchange Agent) must be received by the
Exchange Agent by 5 p.m. EDT, on July 2, 2008. EP MedSystems
shareholders may obtain additional copies of the Letter of
Transmittal and Form of Election by contacting U.S. Bank National
Association at (651) 495-4738. Certificates for fractional shares
of St. Jude Medical common stock will not be issued, and cash in
lieu thereof will be paid as provided in the merger agreement. EP
MedSystems shareholders that do not timely submit properly
completed elections and other deliveries as summarized above will
be allocated the remaining consideration after taking into account
the preferences of the EP MedSystems shareholders who made valid
elections, subject in all cases to pro rations as noted above and
described in more detail in the merger agreement. Any EP MedSystems
shareholder may revoke its election by notice to the Exchange
Agent, or change its election by submitting revised and later-dated
election documents described above (subject to the same share
delivery requirements summarized above), in each case if received
by the Exchange Agent at or prior to the Election Deadline. About
EP MedSystems EP MedSystems develops, manufactures and markets a
line of products for use in the cardiac rhythm management or
electrophysiology market which are used for visualization,
diagnosis and treatment of cardiac rhythm disorders. EP MedSystems�
EP product line includes the EP-WorkMate� computerized
electrophysiology workstation, with expansion options to
incorporate the NurseMate� Remote Review Charting Station, and the
EP-4� Computerized Cardiac Stimulator. In addition, EP MedSystems�
intracardiac echo (ultrasound or ICE) ultrasound catheter system,
including its ViewFlex� intracardiac imaging catheters and
ViewMate� II ultrasound imaging system, is used for live
visualization of devices and anatomy during catheter based
procedures in EP and interventional cardiology. Full year 2007 net
sales for EP MedSystems were approximately $19 million. For more
information, visit EP MedSystems� website at www.EPMedSystems.com.
About St. Jude Medical St. Jude Medical develops medical technology
and services that focus on putting more control into the hands of
those who treat cardiac, neurological and chronic pain patients
worldwide. The company is dedicated to advancing the practice of
medicine by reducing risk wherever possible and contributing to
successful outcomes for every patient. Headquartered in St. Paul,
Minn., St. Jude Medical employs more than 12,000 people worldwide
and has five major focus areas that include: cardiac rhythm
management, atrial fibrillation, cardiac surgery, cardiology and
neuromodulation. For more information, please visit www.sjm.com.
Forward-Looking Statements This news release contains
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 that involve risks and
uncertainties. Such forward-looking statements include statements
regarding the timing of the transaction and the consideration to be
received by the shareholders of EP MedSystems. The statements made
in this press release are based upon current expectations and are
subject to certain risks and uncertainties that could cause actual
results to differ materially from those described in the
forward-looking statements. Such statements involve potential risks
and uncertainties, such as whether the merger will be approved by
the shareholders of EP MedSystems and whether each of the other
conditions to closing set forth in the merger agreement will be
met. Neither St. Jude Medical nor EP MedSystems intends to update
these statements or undertakes any duty to any person to provide
any such update under any circumstance. Additional Information This
announcement is neither an offer to purchase, nor a solicitation of
an offer to sell, shares of EP MedSystems, nor is it an offer to
sell, or a solicitation of an offer to purchase, shares of St. Jude
Medical. This material is not a substitute for the proxy
statement/prospectus of EP MedSystems and St. Jude Medical dated
June 4, 2008, which was declared effective on June 5, 2008.
Investors are urged to read the proxy statement/prospectus, which
contains important information, including detailed risk factors.
The proxy statement/prospectus is, and other documents which will
be filed by EP MedSystems with the Securities and Exchange
Commission will be, available free of charge at the Securities and
Exchange Commission�s website, www.sec.gov. The definitive proxy
statement/prospectus was first mailed to shareholders of EP
MedSystems on June 5, 2008. Shareholders may also obtain copies of
the proxy statement/prospectus without charge by requesting them
from EP MedSystems in writing at 575 Route 73 North, Building D,
West Berlin, NJ, 08091, or by phone at (856) 753-8533. St. Jude
Medical and EP MedSystems and their respective officers and
directors may be deemed participants in the solicitation of proxies
from EP MedSystems shareholders with respect to the transactions
contemplated by the merger. A description of any interests of the
executive officers and directors of EP MedSystems in the merger are
set forth in the proxy statement/prospectus.
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