- Filing of certain prospectuses and communications in connection with business combination transactions (425)
November 18 2010 - 10:02AM
Edgar (US Regulatory)
News
Release
CONTACTS
St. Jude Medical
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AGA Medical
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J.C. Weigelt
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Rachel Ellingson
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Tel 651 756 4347
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Tel 763 531 3018
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Email jweigelt@sjm.com
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Email
rellingson@amplatzer.com
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Filed by St. Jude Medical, Inc.
Pursuant to Rule 425 under the Securities Act of
1933, As Amended
Subject Company: AGA Medical Holdings, Inc.
Commission File No 001-34494
St. Jude
Medical Announces Completion and Preliminary Results of Exchange Offer for AGA
Medical
ST. PAUL, Minn. Nov.18,
2010 St. Jude Medical, Inc. (St. Jude Medical) (NYSE: STJ) today
announced that its indirect, wholly-owned subsidiary, Asteroid Subsidiary
Corporation (Asteroid Subsidiary) has successfully completed its previously
announced exchange offer for all of the outstanding shares of common stock of
AGA Medical Holdings, Inc. (AGA Medical) (NASDAQ: AGAM) at 12:00
midnight New York City time (one minute after 11:59 p.m.) 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).
Based on a preliminary count
by the exchange agent for the exchange offer, a total of 45,804,031 shares of
AGA Medical common stock, representing approximately 91.1 percent of AGA
Medicals outstanding common stock, were validly tendered and not withdrawn in
the exchange offer. In addition,
3,384,670 shares, representing approximately 6.7 percent of AGA Medicals
outstanding common stock, were tendered pursuant to notices of guaranteed
delivery. As of November 17, 2010, AGA Medical had 50,279,409 shares of
common stock outstanding. All shares
that were validly tendered and not withdrawn have been accepted for payment in
accordance with the terms of the exchange offer and applicable law.
Of the shares tendered and
not subject to a notice of guaranteed delivery, cash elections were made with
respect to 28,988,298 shares and stock elections were made with respect to
16,815,733 shares. In addition, of the
shares tendered pursuant to a notice of guaranteed delivery, cash elections
were made with respect to 2,039,649 shares and stock elections were made with
respect to 1,345,021 shares. The notice
of guaranteed delivery period will end at 5:00 p.m., New York City Time on
November 22, 2010. Accordingly, St.
Jude Medical expects to announce the final proration calculations no later than
9:00 a.m. New York City time on November 23, 2010.
St. Jude Medical expects
that Asteroid Subsidiary Corporation will merge with and into AGA Medical on November 18,
2010, pursuant to a short-form merger completed using the procedures available
under Delaware law.
Upon completion of the
merger, 50 percent of the AGA Medical shares converted in the merger will
receive $20.80 in cash, without interest, and 50 percent of the AGA Medical
shares converted in the merger shall receive 0.540 of a share of St. Jude Medical
common stock, subject to adjustment as and to the extent described in the
Merger Agreement in order for the exchange offer, taken together with this
merger and the second merger
described below, to qualify as a reorganization within the meaning of Section 368(a) of
the Internal Revenue Code.
After completion of the
merger described above and pursuant to the Merger Agreement, St. Jude Medical
will cause AGA Medical to be merged with and into a wholly-owned subsidiary of
St. Jude Medical, provided that each of St. Jude Medical and AGA Medical
receives an opinion of counsel to the effect that the exchange offer, taken
together with the first merger described above and this second merger, will
qualify as a reorganization within the meaning of Section 368(a) of
the Internal Revenue Code.
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 Medicals 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 structure and timetable for 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
transactions contemplated by the Merger Agreement, including the occurrence of
any event, change or other circumstance that could give rise to termination of
the Merger Agreement and other factors beyond the companies control as well as
the risk factors and other cautionary statements described in St. Jude Medicals
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, November 15, 2010 and November 17, 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 SECs website at www.sec.gov, or from the
companies websites, at www.amplatzer.com and www.sjm.com, respectively.
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