- Filing of certain prospectuses and communications in connection with business combination transactions (425)
November 10 2010 - 5:21PM
Edgar (US Regulatory)
News Release
CONTACTS
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St. Jude Medical
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AGA Medical
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J.C. Weigelt
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Rachel Ellingson
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Tel 651 756 4347
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Tel 763 531 3018
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Email jweigelt@sjm.com
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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 Medicals 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 Medicals 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 Medicals and AGA Medicals filings with the SEC. Please
refer to the Risk Factors section of St. Jude Medicals 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 SECs 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 Medicals website at
www.sjm.com and copies of the Schedule 14D-9 are available on AGA Medicals
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 Medicals 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 Medicals 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
Medicals
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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