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News Release
CONTACTS |
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St. Jude Medical | AGA Medical |
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J.C. Weigelt | Rachel Ellingson |
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Tel 651 756 4347 | Tel 763 531 3018 |
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Email jweigelt@sjm.com | Email rellingson@amplatzer.com |
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Filed by St. Jude Medical, Inc.
Pursuant to Rule 425 under the Securities Act of 1933, As Amended
Subject Company: AGA Medical Holdings, Inc.
Commission File No 001-34494
St. Jude Medical and AGA Medical Announce Early Termination of HSR Waiting Period
ST. PAUL, Minn. and PLYMOUTH, Minn. — Nov. 10, 2010 — 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
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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
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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.