St. Jude Medical, Inc. (“St. Jude Medical”) (NYSE:STJ) today
announced its determination pursuant to its previously-announced
exchange offer to acquire all of the outstanding shares of AGA
Medical Holdings, Inc. (“AGA Medical”) (NASDAQ:AGAM) that St. Jude
Medical will exchange 0.540 of a share of St. Jude Medical common
stock for each share of common stock of AGA Medical that is
tendered pursuant to an election for stock consideration, subject
to proration. This exchange rate is based on the expectation that
St. Jude Medical will first accept shares of AGA Medical common
stock for exchange pursuant to the previously-announced exchange
offer at 12:00 midnight New York City time on the evening of
November 17, 2010, the initial expiration date of the exchange
offer, as described in the Registration Statement on Form S-4 filed
with the Securities and Exchange Commission (the “SEC”) by
St. Jude Medical on October 20, 2010 and amended on
November 9, 2010 and November 15, 2010 (as amended, the
“Registration Statement”).
On October 15, 2010, St. Jude Medical entered into an
agreement and plan of merger and reorganization with AGA Medical
(the “Merger Agreement”), providing for a wholly-owned subsidiary
of St. Jude Medical to acquire all of the outstanding shares of AGA
Medical common stock by means of an exchange offer and subsequent
merger. In the exchange offer, St. Jude Medical, through its
indirect wholly-owned subsidiary, Asteroid Subsidiary Corporation,
is offering to exchange either $20.80 in cash or a fraction of a
share of St. Jude Medical common stock for each share of AGA
Medical common stock that is validly tendered and not withdrawn,
subject to adjustment and proration as provided in the Merger
Agreement and described in the Registration Statement.
The exchange rate announced today has been calculated by
dividing $20.80 by $38.54, which is the volume weighted average of
the daily closing prices of St. Jude Medical common stock on the
New York Stock Exchange for the ten trading days that ended at 4:00
p.m. EST on November 15, 2010, the second trading day prior to
the expected expiration date of the exchange offer. St. Jude
Medical refers to this as the exchange rate. For purposes of
calculating the exchange rate, the trading volume of St. Jude
Medical common stock is based on the consolidated trading volume
across all U.S. exchanges. This consolidated trading volume is
reported for St. Jude Medical on bloomberg.com under "Volume."
Subject to the terms of the Merger Agreement, St. Jude Medical
shall extend the exchange offer if any of the conditions to the
exchange offer has not been satisfied or waived. St. Jude Medical
may extend the exchange offer if and to the extent required by the
SEC, NASDAQ or the NYSE, or any other applicable law. St. Jude
Medical also may extend the exchange offer once if all of the
conditions to the exchange offer have been satisfied or waived, but
less than 90 percent of the shares of AGA Medical common stock on a
fully diluted basis have been tendered. If the exchange offer is
extended, St. Jude Medical will recalculate the exchange rate
based on the later date on which St. Jude Medical will first
accept shares of AGA Medical common stock for exchange pursuant to
the exchange offer and will announce the new exchange rate by
issuing a press release.
About AGA Medical
AGA Medical Holdings, Inc., 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. For more information, please visit
www.amplatzer.com.
About St. Jude Medical
St. Jude Medical, Inc. 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, please visit
www.sjm.com.
Forward-Looking Statements
This news release contains forward-looking statements that
involve risks and uncertainties. Such forward-looking statements
include the expected exchange rate applicable in 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, which may
result in an extension of the exchange offer and recalculation of
the exchange rate, and failure to satisfy the other transactions
contemplated by the Merger Agreement, including: the tender of a
majority of the outstanding shares of the common stock of AGA
Medical; the occurrence of any event, change or other circumstance
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 as well as the risk factors and other cautionary
statements described in St. Jude Medical’s filings with the SEC.
Please refer to the Risk Factors section of the Registration
Statement for a further list and description of additional business
risks, uncertainties, and other factors that may affect these
statements. All subsequent written and oral forward-looking
statements attributable to St. Jude Medical or AGA Medical or any
person acting on their behalf are qualified by the cautionary
statements in this section.
Important Additional Information
This press release does not constitute an offer to purchase, or
a solicitation of an offer to sell, shares of common stock of AGA
Medical, nor is it a substitute for the Registration Statement and
tender offer materials that St. Jude Medical filed with the
Securities and Exchange Commission (“SEC”) on October 20, 2010,
each as amended.
Investors and security holders of AGA Medical are urged to read
the tender offer statement on Schedule TO, amended October 29,
2010, November 9, 2010, November 12, 2010 and November 15, 2010 (as
amended, the “Schedule TO”), the Registration Statement, and the
solicitation/recommendation statement filed by AGA Medical on
Schedule 14D-9, amended October 29, 2010, November 8, 2010,
November 12, 2010 and November 15, 2010 (as amended, the “Schedule
14D-9”). The tender offer materials (including an offer to
purchase, letter of transmittal and related tender offer
documents), the Registration Statement and the Schedule 14D-9
contain important information which should be read carefully before
any decisions are made with respect to the Offer.
In addition to the Schedule TO, the Schedule 14D-9 and the
Registration Statement described above, AGA Medical and St. Jude
Medical file annual, quarterly and current reports, proxy
statements and other information with the SEC. The Schedule TO, the
Schedule 14D-9, the Registration Statement and any other relevant
materials, and any other documents filed with the SEC by AGA
Medical or St. Jude Medical, are available without charge at the
SEC’s website at www.sec.gov, or from the companies’ websites, at
www.amplatzer.com and www.sjm.com, respectively.
Free copies of the exchange offer materials (including the
Registration Statement and the Schedule TO) are also available on
St. Jude Medical’s website at www.sjm.com and copies of the
Schedule 14D-9 are available on AGA Medical’s website at
www.amplatzer.com. Copies of the exchange offer materials
(including the Registration Statement and the Schedule TO) may also
be obtained free of charge from Georgeson Inc., the information
agent for the exchange offer, by calling, toll-free, (877) 278-4774
(brokers and bankers, call (212) 440-9800).
Neither St. Jude Medical nor AGA Medical is asking for your vote
or soliciting proxies in connection with the transaction at this
time. Upon consummation of the exchange offer, St. Jude Medical and
AGA Medical may seek votes or proxies in connection with the
proposed back-end merger from holders of AGA Medical shares not
tendered in the exchange offer. AGA Medical, St. Jude Medical and
their respective officers and directors may be therefore deemed to
be participants in the solicitation of proxies from AGA Medical’s
stockholders in connection with the proposed merger. A description
of certain interests of the directors and executive officers of AGA
Medical is set forth in AGA Medical’s proxy statement for its 2010
annual meeting, which was filed with the SEC on April 29, 2010. A
description of certain interests of the directors and executive
officers of St. Jude Medical is set forth in St. Jude Medical’s
proxy statement for its 2010 annual meeting, which was filed with
the SEC on March 23, 2010. Additional information regarding the
interests of such potential participants is included in the
Registration Statement and other relevant documents filed with the
SEC in connection with the exchange offer and merger.
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