MINNEAPOLIS, Aug. 5 /PRNewswire-FirstCall/ --
ATS Medical, Inc. (Nasdaq: ATSI) today announced that its
shareholders approved Medtronic, Inc.'s acquisition of ATS Medical
for $4.00 per share in cash for each
share of ATS Medical stock, which per share amount is subject to
decrease in the limited circumstances described in the Agreement
and Plan of Merger, dated April 28,
2010, between ATS Medical, Inc., Medtronic, Inc. and Pilgrim
Merger Corporation (the "Merger Agreement"). Approximately
64,215,012 shares were voted (in person or by proxy) at the special
meeting of shareholders held August 5,
2010, representing 78.9 percent of ATS Medical's total
outstanding voting shares as of the July 2, 2010 record date.
Of those shares voting, approximately 61,292,808 shares voted
in favor of approval of the Merger Agreement, representing
95.5 percent of the shares that were voted and
75.3 percent of the shares outstanding as of the July 2,
2010 record date. ATS Medical did not receive a notice of
intent to exercise dissenter's rights from any holders of shares
outstanding as of the July 2, 2010
record date.
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ATS Medical recently confirmed receipt of the last remaining
antitrust clearance, and accordingly has received all required
antitrust approvals relating to the merger. The closing of
the merger remains subject to the satisfaction or waiver of
customary closing conditions specified in the Merger
Agreement. ATS Medical expects that the closing of the merger
will take place on or about August 12,
2010, assuming satisfaction or waiver of all such conditions
to closing.
About ATS Medical
ATS Medical, Inc. is dedicated to 'Advancing The Standards' of
cardiac surgery through the development, manufacturing and
marketing of innovative products and services for the treatment of
structural heart disease. ATS Medical serves the cardiac
surgery community by focusing on heart valve disease therapy and
ablation of cardiac arrhythmias.
About Medtronic
Medtronic, Inc. (www.medtronic.com), headquartered in
Minneapolis, is the global leader
in medical technology – alleviating pain, restoring health, and
extending life for millions of people around the world. The
CardioVascular business is committed to advancing the treatment of
coronary, peripheral, aortic and structural heart disease through
collaboration with leading clinicians, researchers and scientists
worldwide.
Safe Harbor
This press release contains forward-looking
statements, which include statements regarding the anticipated
completion of the merger between ATS Medical and
Medtronic and the expected closing date of the merger.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause actual
results or outcomes to be materially different from those
anticipated in this Press Release including, among
others, material changes in the economic environment and
the cardiac surgery industry and other factors relating
to ATS Medical and Medtronic that may impact the timing
or occurrence of the closing of the merger. In addition,
actual outcomes are subject to other risks and uncertainties that
relate more broadly to ATS Medical's overall business,
including those more fully described in ATS Medical's filings
with the Securities and Exchange Commission, including its Proxy
Statement dated July 13, 2010 for the
Special Shareholders' Meeting held August 5,
2010, its Annual Report on Form 10-K for the year ended
December 31, 2009 and its Quarterly
Reports on Form 10-Q for the quarter ended April 3,
2010. ATS Medical assumes no obligation to update
these forward-looking statements.
SOURCE ATS Medical, Inc.
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