CORRECTING and REPLACING St. Jude Medical and EP MedSystems Announce Final Exchange Ratio for Pending Acquisition
July 02 2008 - 11:29AM
Business Wire
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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