St. Jude Medical and AGA Medical Announce Early Termination of HSR Waiting Period
10 Novembro 2010 - 7:15PM
Business Wire
St. Jude Medical, Inc. (NYSE: STJ), a global medical device
company, and AGA Medical Holdings, Inc. (Nasdaq: AGAM), today
announced that St. Jude Medical’s request for early termination of
the waiting period has been granted with respect to all filings
made under the HSR Act and foreign antitrust laws, and therefore
such waiting periods with respect to the previously announced
exchange offer and proposed merger have ended. Under the HSR Act,
the merger may not be consummated unless certain filings have been
submitted to the Federal Trade Commission and the Antitrust
Division of the U.S. Department of Justice, and certain waiting
period requirements have been satisfied.
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 exchange offer and the other
transactions contemplated by the Merger Agreement, including: the
tender of a majority of the outstanding shares of the common stock
of AGA Medical; the occurrence of any event, change or other
circumstance that could give rise to termination of the Merger
Agreement; delays relating to the exchange offer or the failure of
the exchange offer to close for any other reason; and other factors
beyond the companies’ control as well as the risk factors and other
cautionary statements described in St. Jude Medical’s and AGA
Medical’s filings with the SEC. Please refer to the Risk Factors
section of St. Jude Medical’s Registration Statement on Form S-4,
as amended November 8, 2010 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 on
Form S-4 and tender offer materials that St. Jude Medical file 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
and November 8, 2010 (as amended, the “Schedule TO”), the
Registration Statement on Form S-4, as amended November 8, 2010 (as
amended, the “Registration Statement”, and the
solicitation/recommendation statement filed by AGA Medical on
Schedule 14D-9, amended October 29, 2010 and November 8, 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.
Free copies of the exchange offer materials (including the
Registration Statement and the Schedule TO) are also available on
St. Jude Medical’s website at www.sjm.com and copies of the
Schedule 14D-9 are available on AGA Medical’s website at
www.amplatzer.com. Copies of the exchange offer materials
(including the Registration Statement and the Schedule TO) may also
be obtained free of charge from Georgeson Inc., the information
agent for the exchange offer, by calling, toll-free, (877) 278-4774
(brokers and bankers, call (212) 440-9800).
Neither St. Jude Medical nor AGA Medical is asking for your vote
or soliciting proxies in connection with the transaction at this
time. Upon consummation of the exchange offer, St. Jude Medical and
AGA Medical may seek votes or proxies in connection with the
proposed back-end merger from holders of AGA Medical shares not
tendered in the exchange offer. AGA Medical, St. Jude Medical and
their respective officers and directors may be therefore deemed to
be participants in the solicitation of proxies from AGA Medical’s
stockholders in connection with the proposed merger. A description
of certain interests of the directors and executive officers of AGA
Medical is set forth in AGA Medical’s proxy statement for its 2010
annual meeting, which was filed with the SEC on April 29, 2010. A
description of certain interests of the directors and executive
officers of St. Jude Medical is set forth in St. Jude Medical’s
proxy statement for its 2010 annual meeting, which was filed with
the SEC on March 23, 2010. Additional information regarding the
interests of such potential participants is included in the
Registration Statement and other relevant documents filed with the
SEC in connection with the exchange offer and merger.
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