St. Jude Medical Extends Subsequent Offering Period By Five Business Days
21 November 2005 - 2:48PM
Business Wire
St. Jude Medical, Inc. (NYSE:STJ) announced today that the
previously announced subsequent offering period of its tender offer
for all outstanding shares of common stock of Advanced
Neuromodulation Systems, Inc. (NASDAQ:ANSI) has been extended and
will now expire at 5:00 p.m. Eastern Time on Monday, November 28,
2005. The subsequent offering period was previously scheduled to
expire at 12:00 midnight, Eastern Time, on Friday, November 18,
2005. Including those ANS shares tendered in the initial offering
period, ANS shareholders have now tendered approximately 17,977,527
shares (up from 15,769,679 shares at the end of the initial
offering period that expired on November 15, 2005), or
approximately 89 percent of the outstanding shares of ANS. St. Jude
Medical has accepted for payment all of the ANS shares that were
validly tendered and not properly withdrawn in the offer. St. Jude
Medical has also received notices of guaranteed delivery for
534,142 shares, representing approximately 2.6 percent of ANS's
outstanding shares. The extension of the subsequent offering period
will permit all shareholders who have not yet tendered their
shares, including those shareholders who have delivered notices of
guaranteed delivery but not tendered the shares underlying those
notices, to obtain the $61.25 per share offer price for their ANS
shares prior to consummation of a merger. If at least 90 percent of
the outstanding shares of ANS common stock have been tendered by
the expiration of the subsequent offering period, St. Jude Medical
will carry out a "short-form" merger, as permitted by Texas law.
During the subsequent offering period, ANS shares validly tendered
will be accepted and promptly paid for as they are tendered.
Shareholders who tender ANS shares during such period will be paid
the same $61.25 net per share in cash consideration paid during the
initial offering period. ANS shares tendered during the subsequent
offering period may not be withdrawn. If the subsequent offering
period is extended, St. Jude Medical will issue a press release
prior to 9:00 a.m. Eastern Time on the first business day following
the date the subsequent offering period was scheduled to expire.
MacKenzie Partners, Inc. is acting as information agent in
connection with the tender offer and can be contacted at (800)
322-2885 (toll free) or (212) 929-5500 (collect). The Dealer
Manager for the tender offer is Banc of America Securities LLC.
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 the
Cautionary Statements section in Item 2 of St. Jude Medical's
Quarterly Report on Form 10-Q filed on November 8, 2005 (see page
35), 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 September
30, 2005 (see page 26), 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. The tender offer statement
and the solicitation/recommendation statement contain important
information that should be read carefully before any decision is
made with respect the offer. These documents are 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 MacKenzie Partners, Inc., (800) 322-2885 (toll free) or (212)
929-5500 (collect), the Information Agent for the tender offer.
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