St. Jude Medical Obtains Foreign Antitrust Clearance to Acquire Advanced Neuromodulation Systems
November 11 2005 - 11:30AM
Business Wire
St. Jude Medical, Inc. (NYSE:STJ) announced today that the German
Federal Cartel Office confirmed that the acquisition of Advanced
Neuromodulation Systems, Inc. (NASDAQ:ANSI) by St. Jude Medical may
be completed. This approval, together with the previously announced
expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, satisfies the antitrust
approval condition set forth in the parties' merger agreement. No
other regulatory approvals are required for the merger. As
previously reported, on October 18, 2005, St. Jude Medical
commenced an all-cash tender offer for all of the outstanding
shares of ANS common stock, at a price of $61.25 per 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. The transaction is subject to customary
closing conditions, 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 the
Cautionary Statements section in Item 2 of St. Jude Medical's
Quarterly Report on Form 10-Q filed on November 8, 2005 (see page
35), 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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