St. Jude Medical Commences Tender Offer for Advanced Neuromodulation Systems
18 Oktober 2005 - 11:57PM
Business Wire
St. Jude Medical, Inc. (NYSE:STJ) announced today that it has
commenced a tender offer for all the outstanding shares of Advanced
Neuromodulation Systems, Inc. (NASDAQ:ANSI) common stock for $61.25
per ANS share in cash. The tender offer is being made pursuant to
the definitive merger agreement unanimously approved by the Boards
of Directors of both companies and announced on October 16, 2005.
The ANS Board of Directors has recommended that ANS shareholders
tender their shares into the offer. The tender offer will expire at
12:00 midnight Eastern Time, on Tuesday, November 15, 2005, unless
extended. Following successful completion of the tender offer,
holders of any remaining outstanding shares of ANS will be entitled
to receive cash of $61.25 per share of ANS common stock upon the
closing of the merger. 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 ANS common stock,
on a fully-diluted basis. St. Jude Medical expects the transaction
to close by the end of the year. The Dealer Manager for the tender
offer is Banc of America Securities LLC. The Information Agent for
the tender offer is MacKenzie Partners, Inc., (800) 322-2885 (toll
free) or (212) 929-5500 (collect). About St. Jude Medical St. Jude
Medical, Inc. (www.sjm.com) is dedicated to the design, manufacture
and distribution of innovative medical devices of the highest
quality, offering physicians, patients and payers outstanding
clinical performance and demonstrated economic value. About ANS ANS
(www.ANS-medical.com) designs, develops, manufacturers and markets
implantable systems used to manage chronic intractable pain and
other disorders of the central nervous system. Forward-Looking
Statements Any statements made regarding the proposed transaction
between St. Jude Medical, Inc. and Advanced Neuromodulation
Systems, Inc., the expected timetable for completing the
transaction, successful integration of the business, benefits of
the transaction, potential clinical success, regulatory approvals,
anticipated future product launches, revenues, earnings, expected
repayment of debt, market shares, market growth, market segment
growth, new indications, and any other statements regarding St.
Jude Medical's or ANS's future expectations, beliefs, goals or
prospects are forward-looking statements which are subject to risks
and uncertainties, such as those described under or incorporated by
reference in Item 8.01 of St. Jude Medical's Current Report on Form
8-K filed on October 17, 2005, and in Item 8.01 of ANS's Current
Report on Form 8-K filed on October 17, 2005, and in the Outlook
and Uncertainties section in ANS's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2005 (see page 25) and ANS's Annual
Report on Form 10-K for the year ended December 31, 2004 (see page
26). Actual results may differ materially from anticipated results.
Additional Information This announcement is neither an offer to
purchase nor a solicitation of an offer to sell shares of ANS. St.
Jude Medical has filed a tender offer statement with the Securities
and Exchange Commission (SEC) and ANS has filed a
solicitation/recommendation statement with respect to the offer.
ANS shareholders are advised to read the tender offer statement
regarding the acquisition of ANS referenced in this news release,
and the related solicitation/recommendation statement, when they
receive those statements. The tender offer statement and the
solicitation/recommendation statement will contain important
information that should be read carefully before any decision is
made with respect the offer. These documents will be made available
to all shareholders of ANS at no expense to them. These documents
will also be available at no charge on the SEC's web site at
www.sec.gov. Shareholders may also obtain copies of these documents
without charge by requesting them from ANS, Inc. in writing at 6901
Preston Road, Plano, Texas 75024, or by phone at (972) 309-8000.
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