- Filing of certain prospectuses and communications in connection with business combination transactions (425)
November 19 2010 - 6:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported):
November 18, 2010
ST.
JUDE MEDICAL, INC.
(Exact name of registrant as specified in its charter)
Minnesota
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1-12441
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41-1276891
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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One St. Jude Medical Drive, St. Paul, MN
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55117
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code
(651) 756-2000
Not applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
x
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item
8.01 Other Events
St.
Jude Medical, Inc. (St. Jude Medical) today announced that it has
successfully completed its acquisition of AGA Medical Holdings, Inc. (AGA
Medical).
The
acquisition of AGA Medical adds to the companys portfolio a leading position
in four new markets the market for left atrial appendage (LAA) closure, the
market for patent foramen ovale (PFO) closure, the market to modify abnormal
peripheral vessels with vascular plugs and the market to repair structural
heart defects.
The
AGA Medical business will become part of the Cardiovascular Division of St.
Jude Medical. During the remainder of the fourth quarter of 2010, St. Jude
Medical expects $20 million to $25 million in revenue from the AGA Medical
business. St. Jude Medical expects the AGA Medical business to grow in double
digits in 2011.
Pursuant
to the agreement and plan of merger and reorganization (Merger Agreement), on
November 18, 2010, Asteroid Subsidiary Corporation, an indirect,
wholly-owned subsidiary of St. Jude Medical (Asteroid Subsidiary), merged
with and into AGA Medical pursuant to a short-form merger completed using the
procedures available under Delaware law.
50 percent of the AGA Medical shares to be surrendered in the merger
were converted into the right receive $20.80 in cash, without interest, and 50
percent of the AGA Medical shares to be surrendered in the merger were
converted into the right to receive 0.54 of a share of St. Jude Medical common
stock per each share of common stock of AGA Medical.
As
a result of the merger, shares of AGA Medical common stock ceased to be traded
on the NASDAQ Global Select Market after the close of trading today.
St.
Jude Medical also announced today that, following the merger described above,
AGA Medical merged with and into Asteroid Holdings, Inc., a wholly-owned
subsidiary of St. Jude Medical. Prior to
that merger, St. Jude Medical and AGA Medical received opinions from their
respective counsel that the exchange offer, the first merger and this second
merger, taken together, will constitute a reorganization within the meaning
of Section 368 of the Internal Revenue Code of 1986, as amended.
Also
on November 18, 2010, St. Jude Medical issued a press release announcing
the completion of the first and second mergers. The press release is
attached hereto as Exhibit 99.1.
Item
9.01
Exhibits
(d) Exhibits
Exhibit No.
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Description
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99.1
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Press
release issued on November 18, 2010 announcing the consummation of the mergers.
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2
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ST.
JUDE MEDICAL, INC.
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Date:
November 18, 2010
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By:
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/s/
Pamela S. Krop
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Pamela
S. Krop
Vice President, General Counsel
and Corporate Secretary
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EXHIBIT INDEX
Exhibit No.
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Description of Exhibit
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99.1
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Press
release issued by St. Jude Medical, Inc. on November 18, 2010 announcing
the consummation of the mergers.
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3
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