- Amended Statement of Ownership: Solicitation (SC 14D9/A)
October 29 2010 - 4:17PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION
STATEMENT UNDER SECTION 14(d)(4)
OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
AGA MEDICAL HOLDINGS, INC.
(Name of Subject Company)
AGA MEDICAL HOLDINGS, INC.
(Name of Person Filing Statement)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
008368102
(CUSIP Number of Class of Securities)
John R. Barr
President and Chief Executive Officer
AGA Medical Holdings, Inc.
5050 Nathan Lane North
Plymouth, MN 55442
(763) 513-9227
(Name, address and telephone number of person
authorized to receive notices
and communications on behalf of the person filing
statement)
Copies to:
Fredrikson & Byron, P.A.
200 South Sixth Street, Suite 4000
Minneapolis, MN 55402
(612) 492-7000
Attention: David C.
Grorud, Esq.
Ryan C. Brauer, Esq.
o
Check the box if the filing
relates solely to preliminary communications made before the commencement of a
tender offer.
Explanatory
Note:
This
Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 initially filed with the Securities and Exchange
Commission (the SEC) on October 20, 2010 (the Initial Schedule 14D-9,
and together with the exhibits thereto and as amended and supplemented from
time to time, the Schedule 14D-9) by AGA Medical Holdings, Inc., a
Delaware corporation (the Company), relating to the tender offer
commenced by Asteroid Subsidiary Corporation, a Delaware corporation (Purchaser)
and wholly owned subsidiary of St. Jude Medical, Inc., a Minnesota
corporation (Parent), disclosed in a Tender Offer Statement on
Schedule TO initially filed by Purchaser and Parent on October 20,
2010 (together with all exhibits thereto and as may be amended or supplemented
from time to time, the Schedule TO), to exchange all of the outstanding
shares of Company common stock, par value $0.01 per share (the Shares), upon
the terms and subject to the conditions set forth in the Schedule TO, for
either $20.80 per Share in cash, without interest, or $20.80 per Share in
shares of Parent common stock, par value $0.10, based on the Average Trading
Price of Parent common stock prior to the expiration of the Offer.
Unless
otherwise indicated, all capitalized terms used herein but not defined shall
have the meanings ascribed to them in the Initial Schedule 14D-9.
Item 8.
Additional Information.
Item
8 of the Schedule 14D-9 is hereby amended and supplemented by the addition of a
section entitled Litigation, which shall include the following paragraphs:
On
October 27, 2010, the Company was served with a putative stockholder class
action complaint venued in the Fourth Judicial District Court of Minnesota. The
complaint, captioned Michael Rubin v. AGA Medical Holdings, Inc., et al.,
names as defendants the members of the Companys Board of Directors, as well as
the Company, Parent, Purchaser, Welsh, Carson, Anderson & Stowe IX,
L.P., WCAS Capital Partners IV, L.P., Gougeon Shares, LLC and The Franck L.
Gougeon Revocable Trust. The plaintiff alleges that the Companys directors
breached their fiduciary duties to the Companys stockholders. The complaint
also alleges that the Companys purported controlling stockholders owed fiduciary
duties to the Companys minority stockholders in connection with the
transaction and breached such duties. The plaintiff further claims that Parent
and its subsidiaries aided and abetted the purported breaches of fiduciary
duty. The complaint alleges, inter alia, that in approving the proposed
transaction between the Company and Parent, Company Board members accepted an
inadequate price, failed to make full disclosure, and utilized unreasonable
deal protection devices and that the Company Board members acted to put their
personal interests ahead of the interests of Company stockholders. The
complaint seeks injunctive relief, including to enjoin the transaction, in
addition to unspecified compensatory damages, attorneys fees, other fees and
costs and other relief. The Company believes the plaintiffs allegations lack
merit. The foregoing description is qualified in its entirety by reference to
the complaint, which is filed as Exhibit (a)(5)(E) hereto and is
incorporated herein by reference.
On
October 28, 2010, a putative stockholder class action complaint was filed
in the Delaware Court of Chancery. The complaint, captioned Jennifer Walling v.
AGA Medical Holdings, Inc., et al., names as defendants the members of the
Companys Board of Directors, as well as the Company, Parent and Purchaser. The
plaintiff alleges that the Companys directors breached their fiduciary duties
to the Companys stockholders and further alleges that the Company and Parent
aided and abetted the purported breaches of fiduciary duty. The complaint
alleges, inter alia, that in approving the proposed transaction between the
Company and Parent, Company Board members accepted an inadequate price, failed
to make full disclosure, and utilized unreasonable deal protection devices and
that the Company Board members acted to put their personal interests ahead of
the interests of Company stockholders. The complaint seeks injunctive relief,
including to enjoin the transaction, in addition to unspecified compensatory
damages, attorneys fees, other fees and costs and other relief. The Company
believes the plaintiffs allegations lack merit. The foregoing description is
qualified in its entirety by reference to the complaint, which is filed as Exhibit (a)(5)(F) hereto
and is incorporated herein by reference.
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Item 9.
Exhibits.
Item 9 of the Schedule 14D-9
is hereby amended and supplemented by adding the following Exhibits:
Exhibit
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Description
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(a)(5)(E)
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Complaint served on
October 27, 2010 and venued in the Fourth Judicial District Court of
Minnesota (Rubin v. AGA Medical Holdings, Inc., et al.), incorporated by
reference to Exhibit (a)(5)(D) to the Schedule TO
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(a)(5)(F)
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Complaint filed on
October 28, 2010 in the Delaware Court of Chancery (Walling v. AGA
Medical Holdings, Inc., et al.), incorporated by reference to
Exhibit (a)(5)(E) to the Schedule TO
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SIGNATURES
After due inquiry and to the
best of my knowledge and belief, I certify that the information set forth
in this statement is true, complete and correct.
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AGA
MEDICAL HOLDINGS, INC.
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By:
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/s/ Ronald E.
Lund
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Name:
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Ronald E. Lund
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Title:
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Senior Vice President, General
Counsel and Secretary
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Dated: October 29, 2010
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