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 Medical’s
outstanding common stock, were validly tendered and not withdrawn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 Medical’s 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withdrawn have been accepted for payment in accordance with the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 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 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 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, 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
SEC’s website at www.sec.gov, or from the companies’ websites, at
www.amplatzer.com and www.sjm.com, respectively.
Photos/Multimedia Gallery Available:
http://www.businesswire.com/cgi-bin/mmg.cgi?eid=6517472&lang=en
Aga Medical Holdings Com (MM) (NASDAQ:AGAM)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Aga Medical Holdings Com (MM) (NASDAQ:AGAM)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024