St. Jude Medical completes acquisition of AGA Medical

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St. Jude Medical, Inc. ("St. Jude Medical") (NYSE: STJ) today announced that it has successfully completed its acquisition of AGA Medical Holdings, Inc. ("AGA Medical").

“St. Jude Medical believes the acquisition of AGA Medical is highly complementary to the St. Jude Medical business”

The acquisition of AGA Medical adds to the company's portfolio a leading position in four new markets - the market for left atrial appendage (LAA) closure, the market for patent foramen ovale (PFO) closure, the market to modify abnormal peripheral vessels with vascular plugs and the market to repair structural heart defects.

"St. Jude Medical believes the acquisition of AGA Medical is highly complementary to the St. Jude Medical business," said Daniel J. Starks, Chairman, President and Chief Executive Officer of St. Jude Medical. "The addition of AGA Medical's strong core business and innovative product pipeline will position St. Jude Medical as the clear leader in the structural heart market and will help expand our product portfolio for interventional radiology."

The AGA Medical business will become part of the Cardiovascular Division of St. Jude Medical. During the remainder of the fourth quarter of 2010, St. Jude Medical expects $20 million to $25 million in revenue from the AGA Medical business. St. Jude Medical expects the AGA Medical business to grow in double digits in 2011.

Pursuant to the agreement and plan of merger and reorganization ("Merger Agreement"), Asteroid Subsidiary Corporation, an indirect, wholly-owned subsidiary of St. Jude Medical ("Asteroid Subsidiary"), merged with and into AGA Medical pursuant to a short-form merger completed using the procedures available under Delaware law. 50 percent of the AGA Medical shares to be surrendered in the merger were converted into the right to receive $20.80 in cash, without interest, and 50 percent of the AGA Medical shares to be surrendered in the merger were converted into the right to receive 0.54 of a share of St. Jude Medical common stock per each share of common stock of AGA Medical.

As a result of the merger, shares of AGA Medical common stock ceased to be traded on the NASDAQ Global Select Market after the close of trading today.

St. Jude Medical also announced today that, following the merger described above, AGA Medical merged with and into Asteroid Holdings, Inc., a wholly-owned subsidiary of St. Jude Medical. Prior to that merger, St. Jude Medical and AGA Medical received opinions from their respective counsel that the exchange offer, the first merger and this second merger, taken together, will constitute a "reorganization" within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended.

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