AGAM Aga Medical Holdings Com (MM)

Rigrodsky & Long, P.A. announces that it is investigating potential claims against the board of directors of AGA Medical Holdings, Inc. (“AGA Medical” or the “Company”) (Nasdaq: AGAM) concerning possible breaches of fiduciary duty and other violations of law related to the Company’s entry into an agreement to be acquired by St. Jude Medical, Inc. (“St. Jude”) (NYSE: STJ) in a cash and stock transaction valued at approximately $1.3 billion. Click here to learn how to join the action: http://www.rigrodskylong.com/news/AGAMedicalHoldingsInc-AGAM.

Under the proposed agreement, St. Jude intends to commence an exchange offer for all of the outstanding shares of AGA Medical on or around October 20, 2010 wherein AGA Medical shareholders will receive $20.80 for each share of AGA Medical stock they own in the form of cash and/or St. Jude common stock. The split between cash and stock consideration will be 50% of each. Holders of AGA Medical stock tendered in the exchange offer may elect to receive cash or shares of St. Jude common stock, subject to proration and adjustment pursuant to the definitive agreement. In addition, the exchange ratio for the stock component will be determined based on the average closing price of St. Jude common stock over 10 trading days ending two days prior to the close of the exchange offer. Upon consummation of the exchange offer, St. Jude intends to complete a merger in order to acquire all the shares of AGA Medical common stock that remain outstanding after the completion of the exchange offer.

The investigation concerns whether AGA Medical’s board of directors failed to adequately shop the Company and obtain the best price possible for AGA Medical’s shareholders before entering into the agreement with St. Jude. Indeed, major shareholders, including certain shareholders affiliated with Welsh Carson Anderson & Stowe, holding approximately 44% of AGA Medical’s outstanding common stock and AGA Medical’s co-founder Franck Gougeon, holding approximately 19 percent of AGA Medical’s outstanding common stock, have confirmed their intention to tender all of their shares into the offer.

If you own the common stock of AGA Medical and purchased your shares before October 18, 2010, if you have information or would like to learn more about these claims, or if you wish to discuss these matters or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Seth D. Rigrodsky, Esquire or Noah R. Wortman, Case Development Director, of Rigrodsky & Long, P.A., 919 N. Market Street, Suite 980, Wilmington, Delaware, by telephone at (888) 969-4242, or by e-mail to info@rigrodskylong.com.

Rigrodsky & Long, P.A., with offices in Wilmington, Delaware and Garden City, New York, regularly litigates securities class, derivative and direct actions, shareholder rights litigation and corporate governance litigation, including claims for breach of fiduciary duty and proxy violations in the Delaware Court of Chancery and in state and federal courts throughout the United States.

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