St. Jude Medical Obtains HSR Clearance To Acquire Advanced Neuromodulation Systems
November 04 2005 - 10:13AM
Business Wire
St. Jude Medical, Inc. (NYSE:STJ) announced today that the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 with respect to St. Jude Medical's acquisition of Advanced
Neuromodulation Systems, Inc. (NASDAQ:ANSI) has expired. On October
18, 2005, St. Jude Medical commenced an all-cash tender offer for
all of the outstanding shares of ANS common stock for $61.25 per
ANS share. The tender offer is being made pursuant to the
definitive merger agreement unanimously approved by the Boards of
Directors of both companies and announced on October 16, 2005. The
ANS Board of Directors has unanimously recommended that ANS
shareholders tender their shares into the offer. The tender offer
will expire at 12:00 midnight Eastern Time, on Tuesday, November
15, 2005, unless extended. Following successful completion of the
tender offer, holders of any remaining outstanding shares of ANS
will be entitled to receive cash of $61.25 per share of ANS common
stock upon closing of the acquisition. As previously announced, the
transaction is subject to customary closing conditions and
regulatory approvals, as well as the valid tender of a majority of
the outstanding shares of ANS common stock, on a fully-diluted
basis. St. Jude Medical expects the transaction to close by the end
of the year. The complete terms and conditions of the tender offer
are set forth in the Offer to Purchase and certain additional
information is set forth in the Solicitation/Recommendation
Statement of ANS, copies of which are available by contacting
MacKenzie Partners, Inc. (800) 322-2885-toll free or (212)
929-5500-collect, the Information Agent for the tender offer. The
Dealer Manager for the tender offer is Banc of America Securities
LLC. About St. Jude Medical St. Jude Medical, Inc. (www.sjm.com) is
dedicated to the design, manufacture and distribution of innovative
medical devices of the highest quality, offering physicians,
patients and payers outstanding clinical performance and
demonstrated economic value. About ANS ANS (www.ANS-medical.com)
designs, develops, manufacturers and markets implantable systems
used to manage chronic intractable pain and other disorders of the
central nervous system. Forward-Looking Statements Any statements
made regarding the proposed transaction between St. Jude Medical,
Inc. and Advanced Neuromodulation Systems, Inc., the expected
timetable for completing the transaction, successful integration of
the business, benefits of the transaction, potential clinical
success, regulatory approvals, anticipated future product launches,
revenues, earnings, expected repayment of debt, market shares,
market growth, market segment growth, new indications, and any
other statements regarding St. Jude Medical's or ANS's future
expectations, beliefs, goals or prospects are forward-looking
statements which are subject to risks and uncertainties, such as
those described under or incorporated by reference in Item 8.01 of
St. Jude Medical's current Report on Form 8-K filed on October 17,
2005, and in Item 8.01 of ANS's Current Report on Form 8-K filed on
October 17, 2005, and in the Outlook and Uncertainties section in
ANS's Quarterly Report on Form 10-Q for the quarter ended September
30, 2005 (see page 26), and ANS's Annual Report on Form 10-K for
the year ended December 31, 2004 (see page 26). Actual results may
differ materially from anticipated results. Additional Information
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell shares of ANS. St. Jude Medical
has filed a tender offer statement with the Securities and Exchange
Commission (SEC) and ANS has filed a solicitation/recommendation
statement with respect to the offer. ANS shareholders are advised
to read the tender offer statement regarding the acquisition of ANS
referenced in this news release, and the related
solicitation/recommendation statement. The tender offer statement
and the solicitation/recommendation statement contain important
information that should be read carefully before any decision is
made with respect the offer. These documents are available at no
charge on the SEC's web site at www.sec.gov. Shareholders may also
obtain copies of these documents without charge by requesting them
from MacKenzie Partners, Inc., (800) 322-2885 -toll free or (212)
929-5500- collect, the Information Agent for the tender offer.
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