St. Jude Medical Completes Acquisition of EP MedSystems

St. Jude Medical, Inc. has completed the acquisition of EP MedSystems, Inc.

“We are pleased to have completed this transaction, which enables us to further enhance St. Jude Medical’s program to help physicians cure atrial fibrillation,” said Daniel J. Starks, chairman, president and chief executive officer of St. Jude Medical.

In addition, St. Jude Medical has announced the final allocation of cash and stock to EP MedSystems shareholders in connection with the acquisition. Under the terms of the merger agreement, EP MedSystems shareholders can elect to receive either $3 in cash or 0.0738 shares of St. Jude Medical common stock for each share of EP MedSystems common stock, subject to proration so that 60% of the EP MedSystems shares are exchanged for cash and 40% are exchanged for shares of St. Jude Medical common stock, determined as set forth in the merger agreement relating to the transaction. The election results indicate that of the 30,354,236 shares of EP MedSystems common stock outstanding immediately prior to closing the transaction (excluding treasury shares):

• 21,611,763 shares, or approximately 71.19%, validly elected to receive cash and will be subject to pro ration, such that they will receive approximately 84.15% of their total consideration in cash and the remainder in St. Jude Medical common stock;
• 4,324,046 shares, or approximately 14.25%, validly elected to receive shares of St. Jude Medical common stock and will receive such share consideration in full; and
• 4,418,427 shares, or approximately 14.56%, did not make a valid election, and those EP MedSystems shareholders will receive all of their consideration in St. Jude Medical common stock.

In the aggregate, St. Jude Medical will pay approximately $91 million, consisting of approximately $54.5 in cash and approximately 898,000 shares of St. Jude Medical common stock. As previously announced, St. Jude Medical’s Board of Directors approved an additional $50 million stock buyback authorization, which will offset the shares issued in this transaction.

Certificates for fractional shares of St. Jude Medical common stock will not be issued in the transaction. EP MedSystems shareholders who would otherwise receive a fractional share as Stock Consideration will, instead, receive a cash payment equal to the shareholder’s proportionate interest in the sale or sales in the open market, on behalf of all holders of the aggregate fractional shares of St. Jude Medical common stock issued pursuant to the merger.

SOURCE: Yahoo! Finance