October 17, 2010
St. Jude Medical to Acquire AGA Medical
October 18, 2010—St. Jude Medical, Inc. (St. Paul, MN) and AGA Medical Holdings, Inc. (Plymouth, MN) announced that the Boards of Directors of both companies have approved a definitive agreement under which St. Jude Medical will acquire all of the outstanding shares of AGA Medical in a cash and stock transaction valued at approximately $1.3 billion.
After the completion of the transaction, AGA Medical will become part of St. Jude Medical's Cardiovascular Division. AGA Medical President and CEO John Barr has agreed to join St. Jude Medical, reporting to Cardiovascular Division President Frank Callaghan. St. Jude Medical plans to continue operations from AGA Medical's current location in Plymouth, Minnesota.
The transaction is subject to customary closing conditions and regulatory approvals, as well as the valid tender of a majority of the outstanding shares of AGA Medical common stock in the exchange offer on a fully diluted basis. St. Jude Medical expects the transaction to close by the end of the year.
AGA Medical is a global manufacturer of a comprehensive line of devices, including the Amplatzer occlusive device platform, which is used to treat structural heart defects and vascular abnormalities through minimally invasive transcatheter treatments. According to the companies, with the combination of their technologies, St. Jude Medical's programs will include devices for the treatment of structural heart defects, left atrial appendage occlusion, transcatheter aortic valve implantation, and percutaneous mitral valve repair.
The companies further stated that AGA Medical currently has four randomized, prospective clinical trials underway to explore new geographic approvals and expanded indications for products that are already manufactured and sold outside of the United States. Three of these trials are focused on the treatment of patent foramen ovale (PFO) and its relationship to both stroke and migraine. The RESPECT clinical trial in the United States is investigating whether PFO closure with the Amplatzer PFO occluder is safe and effective in preventing recurrent cryptogenic strokes. The PREMIUM clinical trial in the United States is evaluating whether PFO closure with the Amplatzer PFO occluder is an effective treatment for certain types of migraine patients. The PRIMA clinical trial is an international trial that is also evaluating whether PFO closure with the Amplatzer PFO occluder is an effective treatment for certain types of migraine patients.
A fourth clinical trial is studying the Amplatzer Cardiac Plug for the treatment of left atrial appendage. AGA Medical is in the feasibility phase of a United States clinical trial that is designed to evaluate the use of this device to prevent stroke in atrial fibrillation patients.