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St. Jude Medical Announces Completion And Preliminary Results Of Exchange Offer For AGA Medical

 

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stock, representing approximately 91.1 percent of AGA Medical’s outstanding common stock, were validly tendered and not withdrawn in the exchange offer.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 All shares that were validly tendered and not withdrawn have been accepted for payment in accordance with the terms of the exchange offer and applicable law.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.

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