St. Jude Medical, Inc. Commences Exchange Offer to Acquire Shares of AGA Medical Holdings, Inc.
October 20 2010 - 5:18PM
Business Wire
St. Jude Medical, Inc. (“St. Jude Medical”) (NYSE: STJ), a
global medical device company, and AGA Medical Holdings, Inc. (“AGA
Medical”) (NASDAQ: AGAM), a medical device company focusing on the
treatment of structural heart defects and vascular abnormalities,
announced today that St. Jude Medical, through a wholly-owned
indirect subsidiary, has commenced an exchange offer for all of the
outstanding shares of AGA Medical common stock.
The exchange offer is being made pursuant to the previously
announced definitive agreement and plan of merger and
reorganization, dated October 15, 2010. The Board of Directors of
AGA Medical unanimously recommends that AGA Medical stockholders
tender their shares into the exchange offer.
Subject to the terms and conditions of the exchange offer, AGA
Medical stockholders who validly tender their shares may elect to
receive, for each share of AGA Medical common stock they tender in
the exchange offer, either $20.80 in cash, without interest, or a
fraction of a share of St. Jude Medical common stock with a fair
market value of $20.80. A stockholder may elect to receive cash for
some of his shares and St. Jude Medical stock for the rest. The
stock component is based on the volume weighted average closing
price of St. Jude Medical common stock over the ten trading days
ending two trading days prior to the close of the exchange offer,
subject to adjustment and proration in order to cause 50 percent of
the aggregate consideration paid in the exchange offer to consist
of cash and 50 percent to consist of St. Jude Medical common stock.
If either form of consideration is oversubscribed, it will be
allocated pro rata to the stockholders who elect it, with the
balance of their consideration being paid in the other form. Based
on the closing price of St. Jude Medical common stock on October
19, 2010, the stock consideration would equal 0.523 of a share of
St. Jude Medical common stock for each share of AGA Medical common
stock.
The terms and conditions of the exchange offer are described in
the exchange offer documents, including a Registration Statement on
Form S-4, which will be mailed to AGA Medical stockholders and
filed with the Securities and Exchange Commission (“SEC”) today,
October 20, 2010.
The exchange offer is scheduled to expire at 12:00 midnight (one
minute after 11:59 p.m.), New York City time, on the evening of
November 17, 2010, unless extended. The exchange offer is subject
to customary closing conditions, including the tender in the
exchange offer by AGA Medical stockholders of shares representing
at least a majority of the outstanding shares of AGA Medical common
stock on a fully diluted basis.
A more detailed description of the AGA Medical Board of
Directors’ recommendation can be found in the
Solicitation/Recommendation Statement on Schedule 14D-9 prepared by
AGA Medical, which will be mailed to AGA Medical stockholders and
filed with the SEC today, October 20, 2010.
About AGA Medical
AGA Medical, based in Plymouth, Minn., is a leading innovator
and manufacturer of medical devices for the treatment of structural
heart defects and vascular abnormalities. AGA Medical’s AMPLATZER®
occlusion devices offer minimally invasive transcatheter treatments
that have been clinically proven to be safe and highly effective in
defect closure. AGA Medical is the only manufacturer with occlusion
devices approved to close seven different structural heart defects,
with leading market positions for each of its devices.
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. St. Jude Medical is headquartered in
St. Paul, Minn. and has four major focus areas that include:
cardiac rhythm management, atrial fibrillation, cardiovascular and
neuromodulation. For more information, visit sjm.com.
Forward-Looking Statements
This news release contains forward-looking statements that
involve risks and uncertainties. Such forward-looking statements
include the expected structure and timetable for the transaction
between St. Jude Medical and AGA Medical. The statements in this
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. These risks and uncertainties include the failure to
satisfy the conditions to complete the exchange offer and the other
transactions contemplated by the October 15, 2010 agreement and
plan of merger and reorganization (the “Merger Agreement”),
including clearance under the Hart-Scott-Rodino Antitrust
Improvements Act and the tender of a majority of the outstanding
shares of common stock of AGA Medical; the occurrence of any event,
change or other circumstances that could give rise to termination
of the Merger Agreement; delays relating to the exchange offer or
the failure of the exchange offer to close for any other reason;
and other factors beyond the companies’ control and the risk
factors and other cautionary statements described in St. Jude
Medical’s and AGA Medical’s filings with the SEC. Please refer to
the Risk Factors section of the Registration Statement on Form S-4
filed by St. Jude Medical today, October 20, 2010, for a further
list and description of additional business risks, uncertainties,
and other factors that may affect these statements. Neither St.
Jude Medical nor AGA Medical intends to update these statements and
undertakes no duty to any person to provide any such update under
any circumstance.
Important Additional Information
In connection with the exchange offer, St. Jude Medical is
filing with the SEC a Registration Statement on Form S-4 and a
Tender Offer Statement on Schedule TO, and AGA Medical is filing a
Solicitation/Recommendation Statement on Schedule 14D-9.
INVESTORS AND STOCKHOLDERS ARE URGED TO READ THESE DOCUMENTS
CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT ST. JUDE
MEDICAL, AGA MEDICAL AND THE PROPOSED TRANSACTION. This news
release is for informational purposes only and does not constitute
an offer to purchase, or a solicitation of an offer to sell shares
of common stock of AGA Medical in any jurisdiction where such
activities would be unlawful under the relevant laws in that
jurisdiction, nor is it a substitute for the Registration
Statement, Schedule TO, and Schedule 14D-9.
Investors and stockholders may obtain free copies of the
Registration Statement on Form S-4, the Schedule TO and Schedule
14D-9 as well as other filings containing information about St.
Jude Medical and AGA Medical without charge at the SEC’s website
(www.sec.gov).
A free copy of the exchange offer materials are also available
on St. Jude Medical’s website at www.sjm.com and a copy of the
Schedule 14D-9 is available on AGA Medical’s website at
www.amplatzer.com. Copies of the exchange offer materials may also
be obtained free of charge from Georgeson, Inc., the information
agent for the exchange offer, by calling toll-free at (877)
278-4774 (brokers and bankers call, (212) 440-9800).
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