St. Jude Medical Completes Acquisition of EP MedSystems and Announces Final Prorated Results of EP MedSystems Shareholder Cash/S
July 07 2008 - 8:00AM
Business Wire
St. Jude Medical, Inc. (NYSE: STJ) announced today that it has
completed the previously announced acquisition of EP MedSystems,
Inc. �We are pleased to have completed this transaction, which
enables us to further enhance St. Jude Medical�s program to help
physicians cure atrial fibrillation,� said Daniel J. Starks,
chairman, president and chief executive officer of St. Jude
Medical. In addition, St. Jude Medical announced the final
allocation of cash and stock to EP MedSystems shareholders in
connection with the acquisition. As previously announced, under the
terms of the merger agreement, EP MedSystems shareholders could
elect to receive either $3.00 in cash or 0.0738 shares of St. Jude
Medical common stock for each share of EP MedSystems common stock,
subject to proration so that 60 percent of the EP MedSystems shares
are exchanged for cash and 40 percent are exchanged for shares of
St. Jude Medical common stock, determined as set forth in the
merger agreement relating to the transaction. The election results
indicate that of the 30,354,236 shares of EP MedSystems common
stock outstanding immediately prior to closing the transaction
(excluding treasury shares): 21,611,763 shares, or approximately
71.19 percent, validly elected to receive cash and will be subject
to pro ration, such that they will receive approximately 84.15
percent of their total consideration in cash and the remainder in
St. Jude Medical common stock; 4,324,046 shares, or approximately
14.25 percent, validly elected to receive shares of St. Jude
Medical common stock and will receive such share consideration in
full; and 4,418,427 shares, or approximately 14.56 percent, did not
make a valid election, and those EP MedSystems shareholders will
receive all of their consideration in St. Jude Medical common
stock. In the aggregate, St. Jude Medical will pay approximately
$91 million, consisting of approximately $54,558,607 in cash and
approximately 898,000 shares of St. Jude Medical common stock. As
previously announced, St. Jude Medical�s Board of Directors
approved an additional $50 million stock buyback authorization,
which will offset the shares issued in this transaction.
Certificates for fractional shares of St. Jude Medical common stock
will not be issued in the transaction. EP MedSystems shareholders
who would otherwise receive a fractional share as Stock
Consideration will, instead, receive a cash payment equal to the
shareholder�s proportionate interest in the sale or sales in the
open market, on behalf of all holders of the aggregate fractional
shares of St. Jude Medical common stock issued pursuant to the
merger. 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 the
expectations, plans and prospects for St. Jude Medical. 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 market
conditions and other factors beyond the St. Jude Medical�s control
and the risk factors and other cautionary statements described in
St. Jude Medical�s filings with the SEC, including those described
in the Risk Factors and Cautionary Statements sections of the St.
Jude Medical�s Annual Report on Form 10-K filed on February 27,
2008. St. Jude Medical does not intend to update these statements
and undertakes no duty to any person to provide any such update
under any circumstance.
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