St. Jude Medical Completes Acquisition of Thoratec
October 08 2015 - 4:38PM
Business Wire
St. Jude Medical, Inc. (NYSE:STJ), a global medical device
company, today announced it has completed the previously announced
acquisition of Thoratec Corporation, a worldwide leader in
mechanical circulatory support (MCS) technology for the treatment
of advanced heart failure (HF).
The acquisition will add the HeartMate II® VAD, the most widely
used and extensively studied left ventricular assist device (VAD),
as well as the next generation HeartMate 3™, HeartMate PHP™ devices
and other complementary products to St. Jude Medical’s
market-leading heart failure portfolio. With the addition of these
product lines, St. Jude Medical will now offer the most
comprehensive portfolio of products for the management and
treatment of heart failure.
Commenting on the acquisition, St. Jude Medical’s Chief
Operating Officer and incoming President and Chief Executive
Officer Michael T. Rousseau said: “St. Jude Medical is excited to
bring together two companies that are considered heart failure
therapy leaders and build on our established franchise that is now
uniquely positioned to offer physicians and patients innovative
solutions across the heart failure continuum. We believe this
acquisition represents a tremendous opportunity and we welcome
Thoratec’s employees as we look forward to changing the way the
world views the treatment of this expensive epidemic disease.”
The transaction is valued at approximately $3.3 billion, net of
cash acquired. Under the terms of the transaction, each share of
Thoratec outstanding as of the closing has been converted into the
right to receive $63.50 in cash, without interest. St. Jude Medical
continues to expect this transaction to be accretive to adjusted
earnings per share in 2016.
The closing of the transaction follows the receipt of all
necessary regulatory requirements and approval of the transaction
by Thoratec shareholders on October 7, 2015. As a result of the
completion of the merger, the common stock of Thoratec Corporation
will no longer be listed for trading on the NASDAQ Exchange.
Bank of America Merrill Lynch is acting as financial advisor to
St. Jude Medical. Gibson, Dunn & Crutcher LLP is serving as
legal counsel to St. Jude Medical. Guggenheim Securities is acting
as financial advisor to Thoratec, and Latham & Watkins LLP is
serving as legal counsel. Centerview Partners provided a fairness
opinion to the Board of Directors of Thoratec in connection with
the transaction.
About Ventricular Assist DevicesBecause of the shortage
of donor hearts, researchers have developed VADs, which help the
ventricles pump blood, easing the workload of the heart in patients
with heart failure. If the device is used to help the left
ventricle, it is called a left ventricular assist device (LVAD). If
it is used to help the right ventricle, it is called a right
ventricular assist device (RVAD). For most patients, only the left
ventricle needs support, therefore the vast majority of VAD therapy
consists of LVADs.
The HeartMate II LVAD is implanted alongside a patient’s native
heart and designed to supplement the pumping of the weakened
heart’s left ventricle, which is responsible for pumping
oxygen-rich blood from the lungs throughout the body. Designed to
provide long-term cardiac support for patients who have advanced
heart failure, more than 21,000 patients have been implanted with a
HeartMate II VAD through trial enrollment and commercial use
worldwide. The device was approved by the U.S. Food and Drug
Administration (FDA) for patients awaiting transplantation (also
known as bridge-to-transplantation) in 2008 and patients who are
not candidates for cardiac transplantation (also known as
destination therapy) in 2010. There are more than 365 medical
centers worldwide implanting HeartMate II VADs across the U.S.,
Europe, Japan, Asia Pacific, Australia, Canada and Latin
America.
The HeartMate 3 VAD is an investigational chronic LVAD that
utilizes Full MagLev™ flow technology, a fully magnetically
levitated technology foundation designed to lower adverse event
rates while also enhancing the ease of surgical placement. The
device is intended for a broad range of advanced heart failure
patients and is in clinical trial for use as long-term support for
patients who are not candidates for cardiac transplantation. It
will also be evaluated for short-term support options for patients
awaiting transplantation. The company anticipates CE Mark approval
in Europe during Q4 2015. The MOMENTUM 3 U.S. IDE trial is
currently enrolling.
About St. Jude MedicalSt. Jude Medical is a global
medical device manufacturer dedicated to transforming the treatment
of some of the world’s most expensive epidemic diseases. The
company does this by developing cost-effective medical technologies
that save and improve lives of patients around the world.
Headquartered in St. Paul, Minn., St. Jude Medical has four major
clinical focus areas that include cardiac rhythm management, atrial
fibrillation, cardiovascular and neuromodulation. For more
information, please visit sjm.com or follow us on Twitter
@StJudeMedicalIR.
Forward-Looking StatementsThis 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 the Company, including
potential clinical successes, anticipated regulatory approvals and
future product launches, and projected revenues, margins, earnings
and market shares. The statements made by the Company are based
upon management’s 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 market conditions and other
factors beyond the Company’s control and the risk factors and other
cautionary statements described in the Company’s filings with the
SEC, including those described in the Risk Factors and Cautionary
Statements sections of the Company’s Annual Report on Form 10-K for
the fiscal year ended January 3, 2015 and Quarterly Report on Form
10-Q for the fiscal quarter ended July 4, 2015. The Company 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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version on businesswire.com: http://www.businesswire.com/news/home/20151008006482/en/
St. Jude Medical, Inc.J.C. Weigelt, 651-756-4347Investor
Relationsjweigelt@sjm.comorCandace Steele Flippin,
651-756-3029Media Relationscsflippin@sjm.com
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