- Amended tender offer statement by Third Party (SC TO-T/A)
November 09 2010 - 6:07AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender
Offer Statement under Section 14(d)(1) or 13(e)(1) of the
Securities Exchange Act of 1934
(Amendment No. 2)
AGA Medical Holdings, Inc.
(Name of Subject Company (Issuer))
Asteroid Subsidiary Corporation
an indirect wholly-owned subsidiary of
St. Jude Medical, Inc.
(Names of Filing Persons (Offerors))
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
008368102
(CUSIP Number of Class of Securities)
Pamela S. Krop
Vice President, General Counsel and Secretary
St. Jude Medical, Inc.
One St. Jude Medical Drive
St. Paul, Minnesota 55117
(651) 765-2000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Joseph M. Barbeau
Stewart L. McDowell
Gibson, Dunn & Crutcher LLP
1881 Page Mill Road
Palo Alto, California 94303-1125
(650) 849-5333
Calculation of Filing Fee
Transaction Valuation*
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Amount of Filing Fee**
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$
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793,974,436.22
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$
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56,610.38***
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*
Estimated for purposes of
calculating the amount of the filing fee only, in accordance with
Rule 0-11(a)(4) and 0-11(d) under the Securities Exchange Act of
1934, as amended (the Exchange Act). The market value of the securities to be
received was calculated as the product of (i) 53,755,886 shares of AGA
Medical Holdings, Inc. (AGA) common stock (the number of issued and
outstanding shares of AGA common stock as of October 13, 2010, plus the
aggregate number of AGA shares issuable upon exercise of all outstanding
options and restricted stock units, as of such date) and (ii) $14.77, the
average of the high and low sales prices per share of AGA common stock as
reported on the NASDAQ Global Select Market on October 15, 2010.
**
The amount of the filing fee
was calculated in accordance with Rule 0-11(d) of the Exchange Act by
multiplying the transaction valuation by 0.00007130.
***
Previously paid.
x
Check the box if any part of
the fee is offset as provided by Rule 0-11(a)(2) and identify the
filing with which the offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or Schedule and the
date of its filing.
Amount
Previously Paid:
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$18,038
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Filing
Party:
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St.
Jude Medical, Inc.
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Form or
Registration No.:
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Form S-4
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Date
Filed:
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October 20,
2010
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o
Check the box if the filing
relates solely to preliminary communications made before the commencement of a
tender offer.
Check
the appropriate boxes below to designate any transactions to which the
statement relates:
x
third-party tender offer
subject to Rule 14d-1.
o
issuer tender offer subject
to Rule 13e-4.
o
going-private transaction
subject to Rule 13e-3.
o
amendment to Schedule 13D
under Rule 13d-2.
Check
the following box if the filing is a final amendment reporting the results of
the tender offer:
o
If
applicable, check the appropriate box(es) below to designate the appropriate
rule provision(s) relied upon:
o
Rule 13e4(i) (Cross-Border
Issuer Tender Offer)
o
Rule 14d1(d) (Cross-Border
Third-Party Tender Offer)
This
Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule TO (as amended, the Schedule TO), originally filed with the
Securities and Exchange Commission (SEC) on October 20, 2010 and amended
on October 29, 2010 by St. Jude Medical, Inc., a Minnesota
corporation (St. Jude Medical), and Asteroid Subsidiary Corporation, a
Delaware corporation and an indirect wholly-owned subsidiary of St. Jude
Medical (Offeror), relating to the commencement of an offer (the Offer) by
St. Jude Medical, through Offeror, to exchange outstanding shares of common
stock, par value $0.01 per share (the AGA Shares), of AGA Medical
Holdings, Inc., a Delaware corporation (AGA), at the election of the
holder thereof, for: (a) $20.80 in cash, without interest, or
(b) $20.80 in fair market value of shares of common stock, $.10 par value
per share, of St. Jude Medical (St. Jude Medical Common Stock), subject in each
case, to adjustment and proration as described in the Prospectus/Offer to
Exchange referenced below and the related Letter of Election and Transmittal
referenced below.
St.
Jude Medical filed Amendment No. 1 to its Registration Statement on Form S-4
(file no. 333-170045) on November 8, 2010 with the SEC relating to the
shares of St. Jude Medical Common Stock to be issued to stockholders of AGA in
the Offer and the subsequent merger (the Merger) of Offeror into AGA. The
terms and conditions of the Offer and the Merger (as may from time to time be
amended, supplemented or finalized) are described in the Prospectus/Offer to
Exchange which is a part of the Registration Statement (as amended, the Prospectus/Offer
to Exchange), and the related Letter of Election and Transmittal, as amended
(the Letter of Election and Transmittal), which are filed as Exhibits (a)(4) and
(a)(1)(A) to the Schedule TO, respectively.
ITEMS 1 THROUGH 11.
Items
1 through 11 are hereby amended and supplemented as set forth in the
Prospectus/Offer to Exchange, which is filed as Exhibit (a)(1) hereto.
All
of the information in the Prospectus/Offer to Exchange and the related Letter
of Election and Transmittal, and any Prospectus/Offer to Exchange supplement or
other amendment thereto related to the Offer hereafter filed with the SEC by
St. Jude Medical and Offeror, is hereby incorporated by reference in answer to
Items 1 through 11 of the Schedule TO.
ITEM 10.
FINANCIAL
STATEMENTS.
Item
10(b) of the Schedule TO is hereby amended by deleting the words Not
applicable and inserting the following:
The
pro forma financial information set forth in the section of the
Prospectus/Offer to Exchange entitled Comparison of Unaudited Pro Forma
Combined Financial Data and Per Share Data is incorporated in the Schedule TO
by reference.
ITEM
12.
EXHIBITS.
Item
12 of the Schedule TO is hereby amended by the restatement of Exhibit (a)(4) as
set forth below:
(a)(4)
Prospectus/Offer to
Exchange, dated November 8, 2010 (incorporated by reference to Amendment No. 1
to St. Jude Medical, Inc.s Registration Statement on Form S-4 filed
on November 8, 2010).
ITEM 13.
INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not
applicable.
2
SIGNATURE
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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ST. JUDE MEDICAL, INC.
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By:
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/s/
Pamela S. Krop
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Name:
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Pamela
S. Krop
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Title:
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Vice
President, General Counsel and Secretary
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Date:
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November 8,
2010
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ASTEROID SUBSIDIARY CORPORATION
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By:
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/s/
Pamela S. Krop
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Name:
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Pamela
S. Krop
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Title:
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Vice
President and Secretary
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Date:
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November 8,
2010
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3
EXHIBIT INDEX
Exhibit No.
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(a)(1)(A)
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Form of
Letter of Election and Transmittal (incorporated by reference to
Exhibit 99.1 to St. Jude Medical, Incs. Registration Statement on
Form S-4 filed on October 20, 2010).*
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(a)(1)(B)
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Form of
Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99.3
to St. Jude Medical, Inc.s Registration Statement on Form S-4
filed on October 20, 2010).*
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(a)(1)(C)
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Form of
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees (incorporated by reference to Exhibit 99.4 to St. Jude
Medical, Inc.s Registration Statement on Form S-4 filed on
October 20, 2010).*
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(a)(1)(D)
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Form of
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (incorporated by reference to Exhibit 99.5
to St. Jude Medical, Inc.s Registration Statement on Form S-4
filed on October 20, 2010).*
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(a)(4)
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Prospectus/Offer
to Exchange, dated November 8, 2010 (incorporated by reference to
Amendment No. 1 to St. Jude Medical, Inc.s Registration Statement
on Form S-4 filed on November 8, 2010).
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(a)(5)(A)
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Joint
Press Release issued by St. Jude Medical, Inc. and AGA Medical
Holdings, Inc., dated October 18, 2010, announcing the execution of
the Agreement and Plan of Merger and Reorganization, dated as of
October 15, 2010, among St. Jude Medical, Inc., Asteroid Subsidiary
Corporation and AGA Medical Holdings, Inc. (incorporated by reference to
Exhibit 99.1 to St. Jude Medical, Inc.s Current Report on
Form 8-K filed on October 18, 2010).*
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(a)(5)(B)
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Letter
delivered to employees of AGA Medical Holdings, Inc. (incorporated by
reference to AGA Medical Holdings, Inc. Schedule 14D-9 filing on October 18,
2010).*
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(a)(5)(C)
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Joint
Press Release issued by St. Jude Medical, Inc. and AGA Medical
Holdings, Inc., dated October 20, 2010, announcing the commencement
of the Offer (incorporated by reference to St. Jude Medical, Inc.s
Rule 425 filing on October 20, 2010).*
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(a)(5)(D)
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Class Action
Complaint commenced October 27, 2010 (Rubin v. AGA Medical
Holdings, Inc. et al.).*
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(a)(5)(E)
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Class Action
Complaint commenced October 27, 2010 (Walling v. AGA Medical
Holdings, Inc. et al.).*
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(d)(1)
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Agreement
and Plan of Merger and Reorganization, dated as of October 15, 2010,
among St. Jude Medical, Inc., Asteroid Subsidiary Corporation and AGA
Medical Holdings, Inc. (incorporated by reference to Exhibit 2.1 to
St. Jude Medical, Inc.s Registration Statement on Form S-4 filed
on October 20, 2010).*
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(d)(2)
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Tender
and Voting Agreement, dated as of October 15, 2010, among St. Jude
Medical, Inc., Welsh, Carson, Anderson & Stowe IX, L.P., WCAS
Capital Partners IV, L.P., Gougeon Shares, LLC and The Frank L. Gougeon
Revocable Trust (incorporated by reference to Exhibit 99.1 to AGA
Medical Holdings, Inc.s Current Report on Form 8-K filed on
October 18, 2010).*
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(h)
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Opinion
of Gibson, Dunn & Crutcher LLP regarding tax matters (incorporated
by reference to Exhibit 8.1 to St. Jude Medical, Inc.s
Registration Statement on Form S-4 filed on October 20, 2010).*
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*
Previously filed.
4
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