02.07.2008 16:29:00
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CORRECTING and REPLACING St. Jude Medical and EP MedSystems Announce Final Exchange Ratio for Pending Acquisition
In the fourth paragraph of the release, the first sentence should read:
As previously announced, the Election Deadline was 5 p.m. EDT, July 1,
2008 (sted As previously announced, the Election Deadline was 5 p.m.
EDT, today, July 1, 2008).
The corrected release reads:
ST. JUDE MEDICAL AND EP MEDSYSTEMS ANNOUNCE FINAL EXCHANGE RATIO FOR
PENDING ACQUISITION
St. Jude Medical, Inc. (NYSE: STJ) and EP MedSystems, Inc. (NASDAQ:
EPMD) announced today that in connection with the previously announced
acquisition of EP MedSystems by St. Jude Medical, the final exchange
ratio is 0.0738 (rounded) for the stock portion of the consideration.
As previously announced, under the terms of the agreement, EP MedSystems
shareholders will receive either $3.00 in cash or approximately $3.00 of
St. Jude Medical common stock (as provided in the merger agreement) for
each EP MedSystems share they own. EP MedSystems shareholders have the
option to elect between cash and shares, subject to proration such that
St. Jude Medical will issue at least 40 percent of the total merger
consideration in St. Jude Medical common stock and up to 60 percent in
cash, as described in the joint proxy statement/prospectus mailed to EP
MedSystems shareholders as of the close of business on June 3, 2008, the
record date.
The exchange ratio for the stock portion of the consideration is a
fraction: with the numerator of $3.00 and the denominator of $40.67,
which is the average closing price of St. Jude Medical common stock over
10 consecutive trading days ending on and including July 1, 2008, the
second trading day prior to the anticipated closing date of the
acquisition. Certificates for fractional shares of St. Jude Medical
common stock will not be issued, and cash in lieu thereof will be paid
as provided in the merger agreement.
As previously announced, the Election Deadline was 5 p.m. EDT, July 1,
2008. In order for an Election that was timely made by the Election
Deadline to be valid, any EP MedSystems shares subject to a notice of
guaranteed delivery must be delivered by 5 p.m. EDT on July 2, 2008.
About EP MedSystems
EP MedSystems develops, manufactures and markets a line of products for
use in the cardiac rhythm management or electrophysiology market which
are used for visualization, diagnosis and treatment of cardiac rhythm
disorders. EP MedSystems’ EP product line
includes the EP-WorkMate® computerized
electrophysiology workstation, with expansion options to incorporate the
NurseMate™ Remote Review Charting Station, and
the EP-4™ Computerized Cardiac Stimulator. In
addition, EP MedSystems’ intracardiac echo
(ultrasound or ICE) ultrasound catheter system, including its ViewFlex®
intracardiac imaging catheters and ViewMate®
II ultrasound imaging system, is used for live visualization of devices
and anatomy during catheter based procedures in EP and interventional
cardiology. Full year 2007 net sales for EP MedSystems were
approximately $19 million. For more information, visit EP MedSystems’
website at www.EPMedSystems.com.
About St. Jude Medical
St. Jude Medical 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. Headquartered in St. Paul, Minn., St. Jude Medical employs more
than 12,000 people worldwide and has five major focus areas that
include: cardiac rhythm management, atrial fibrillation, cardiac
surgery, cardiology and neuromodulation. For more information, please
visit www.sjm.com.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 that involve
risks and uncertainties. Such forward-looking statements include
statements regarding the timing of the transaction and the consideration
to be received by the shareholders of EP MedSystems. The statements made
in this press 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. Such statements involve potential risks and uncertainties,
such as whether the merger will be approved by the shareholders of EP
MedSystems, whether each of the other conditions to closing set forth in
the merger agreement will be met and the ability of St. Jude Medical to
integrate EP MedSystems successfully. Neither St. Jude Medical nor EP
MedSystems intends to update these statements or undertakes any duty to
any person to provide any such update under any circumstance.
Additional Information
This announcement is neither an offer to purchase, nor a solicitation of
an offer to sell, shares of EP MedSystems, nor is it an offer to sell,
or a solicitation of an offer to purchase, shares of St. Jude Medical.
This material is not a substitute for the proxy statement/prospectus of
EP MedSystems and St. Jude Medical dated June 4, 2008, which was
declared effective on June 5, 2008. Investors are urged to read the
proxy statement/prospectus, which contains important information,
including detailed risk factors. The proxy statement/prospectus is, and
other documents which will be filed by EP MedSystems and/or St. Jude
Medical with the Securities and Exchange Commission will be, available
free of charge at the Securities and Exchange Commission’s
website, www.sec.gov. The definitive
proxy statement/prospectus was first mailed to shareholders of EP
MedSystems on June 5, 2008. Shareholders may also obtain copies of the
proxy statement/prospectus without charge by requesting them from EP
MedSystems in writing at 575 Route 73 North, Building D, West Berlin,
NJ, 08091, or by phone at (856) 753-8533. St. Jude Medical and EP
MedSystems and their respective officers and directors may be deemed
participants in the solicitation of proxies from EP MedSystems
shareholders with respect to the transactions contemplated by the
merger. A description of any interests of the executive officers and
directors of EP MedSystems in the merger are set forth in the proxy
statement/prospectus.
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