St. Jude Medical, Inc. ("St. Jude Medical") (NYSE:STJ) today announced the final results of the elections of stockholders of AGA Medical Holdings, Inc. ("AGA Medical") whose shares were validly tendered and acquired for payment in St. Jude Medical's previously announced exchange offer for AGA Medical common stock that expired on November 17, 2010.
A total of 49,082,864 shares of AGA Medical's common stock, representing approximately 97.62 percent of AGA Medical's outstanding common stock, were validly tendered and acquired in the exchange offer. As of November 17, 2010, AGA Medical had 50,279,409 shares of common stock outstanding.
Of the shares tendered, cash elections were made with respect to 30,988,876 shares, or approximately 63.1 percent of the shares tendered, and stock elections were made with respect to 18,093,988 shares, or approximately 36.9 percent of the shares tendered. Accordingly, the cash election was oversubscribed. As a result, AGA Medical stockholders who elected cash consideration will receive $20.80 in cash without interest per AGA Medical share for 79.194328 percent of the shares of AGA Medical common stock tendered by such stockholder subject to a cash election and 0.540 of a share of St. Jude Medical common stock per AGA Medical share for 20.805672 percent of the shares of AGA Medical common stock tendered by such stockholder subject to a cash election. AGA Medical stockholders who elected stock consideration will receive 0.540 of a share of St. Jude Medical common stock per AGA Medical share tendered subject to a stock election. Any fractional shares of St. Jude Medical common stock to which AGA Medical stockholders are entitled shall be aggregated with all other fractional shares of all other AGA Medical stockholders. Those aggregated shares will be sold in the open market by Wells Fargo Bank N.A., as exchange agent for the AGA Medical stockholders having an interest in those shares, and those AGA Medical stockholders will be entitled to their proportional share of the cash proceeds, without interest, from that sale.
As previously announced, on November 18, 2010 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 0.540 of a share of St. Jude Medical common stock per each share of AGA Medical common stock. 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 on November 18, 2010.
Also as previously announced, on November 18, 2010 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 the second merger, all taken together, will constitute a "reorganization" within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended.