Press Releases

St. Jude Medical, Inc. Commences Exchange Offer To Acquire Shares Of AGA Medical Holdings, Inc.

 

St. Jude Medical, Inc. (“St. Jude Medical”) (NYSE: STJ), a global medical device company, and AGA Medical Holdings, Inc. (“AGA Medical”) (NASDAQ: AGAM), a medical device company focusing on the treatment of structural heart defects and vascular abnormalities, announced today that St. Jude Medical, through a wholly-owned indirect subsidiary, has commenced an exchange offer for all of the outstanding shares of AGA Medical common stock.

The exchange offer is being made pursuant to the previously announced definitive agreement and plan of merger and reorganization, dated October 15, 2010. The Board of Directors of AGA Medical unanimously recommends that AGA Medical stockholders tender their shares into the exchange offer.

Subject to the terms and conditions of the exchange offer, AGA Medical stockholders who validly tender their shares may elect to receive, for each share of AGA Medical common stock they tender in the exchange offer, either $20.80 in cash, without interest, or a fraction of a share of St. Jude Medical common stock with a fair market value of $20.80. A stockholder may elect to receive cash for some of his shares and St. Jude Medical stock for the rest. The stock component is based on the volume weighted average closing price of St. Jude Medical common stock over the ten trading days ending two trading days prior to the close of the exchange offer, subject to adjustment and proration in order to cause 50 percent of the aggregate consideration paid in the exchange offer to consist of cash and 50 percent to consist of St. Jude Medical common stock. If either form of consideration is oversubscribed, it will be allocated pro rata to the stockholders who elect it, with the balance of their consideration being paid in the other form. Based on the closing price of St. Jude Medical common stock on October 19, 2010, the stock consideration would equal 0.523 of a share of St. Jude Medical common stock for each share of AGA Medical common stock.

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