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St. Jude Medical, Inc. Announces Exchange Rate For Acquisition Of AGA Medical Holdings, Inc.

 

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of a share of St. Jude Medical common stock for each share of AGA Medical common stock that is validly tendered and not withdrawn, subject to adjustment and proration as provided in the Merger Agreement and described in the Registration Statement.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."

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