St. Jude Medical Acquires Approximately 89% Of Advanced Neuromodulation Systems; Announces Subsequent Offering Period
November 16 2005 - 8:42AM
Business Wire
St. Jude Medical, Inc. (NYSE:STJ) announced today that the tender
offer for all of the outstanding shares of common stock of Advanced
Neuromodulation Systems, Inc. (NASDAQ:ANSI) expired at midnight,
Eastern Time, Tuesday, November 15, 2005. St. Jude Medical has
accepted for purchase and payment all of the shares that were
validly tendered as of the expiration of the offer. The preliminary
results of the offer show that approximately 15,769,679 shares of
ANS common stock were validly tendered and not properly withdrawn
as of the expiration date, satisfying the minimum condition for the
tender offer. Such tendered shares, together with approximately
2,257,821 shares subject to notices of guaranteed delivery (for a
total of approximately 18,027,500 ANS shares), represent
approximately 89% of ANS's outstanding shares. As described in the
Offer to Purchase, St. Jude Medical and ANS are providing for a
subsequent offering period which begins today at 9:00 a.m., Eastern
Time, and expires at midnight, Eastern Time, on Friday, November
18, 2005. During this subsequent offering period, shares of ANS
common stock will be accepted and promptly paid for as they are
tendered. The same per share consideration paid during the initial
offering period, $61.25 net per share in cash, will be paid during
the subsequent offering period. Shares of ANS common stock tendered
during the subsequent offering period may not be withdrawn.
MacKenzie Partners, Inc. is acting as information agent in
connection with the tender offer and can be contacted at (800)
322-2885 (toll free) or (212) 929-5500 (collect). 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.
Advanced Neuromodulation (NASDAQ:ANSI)
Historical Stock Chart
From Sep 2024 to Oct 2024
Advanced Neuromodulation (NASDAQ:ANSI)
Historical Stock Chart
From Oct 2023 to Oct 2024