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St. Jude Medical to
Acquire EP MedSystems
Transaction Will Accelerate St. Jude Medical’s Atrial
Fibrillation Program
ST. PAUL, Minn., AND WEST BERLIN,
N.J. – April 9, 2008 – St. Jude Medical, Inc. (NYSE: STJ)
and EP MedSystems, Inc. (NASDAQ: EPMD) announced today
that the Boards of Directors of both companies have
unanimously approved a definitive merger agreement under
which St. Jude Medical will acquire EP MedSystems for
approximately $92.1 million.
Terms of the Agreement
Under the terms of the merger
agreement, EP MedSystems shareholders will receive $3.00
of consideration for each EP MedSystems share they own,
with the option of receiving that amount in cash or St.
Jude Medical common stock. The number of shares of St.
Jude Medical common stock that EP MedSystems
shareholders will receive will be determined based on
the average closing price over 10 trading days, ending
on the second business day before the transaction
closes. The cash and stock elections are subject to
pro-ration such that St. Jude Medical will issue 40
percent of the total merger consideration in St. Jude
Medical common stock and 60 percent in cash.
In connection with this
transaction, St. Jude Medical’s Board of Directors has
approved an additional stock buyback authorization of
$50 million, which increases St. Jude Medical’s share
repurchase authorization from $250 million to $300
million. The additional buyback authorization will be
used to offset the shares issued in this transaction.
The companies anticipate
this acquisition will close during the third quarter of
2008. In connection with this transaction, St. Jude
Medical will record a special charge for in-process R&D.
This acquisition does not change St. Jude Medical’s
existing guidance for 2008 earnings per share, exclusive
of the special charge.
Acceleration of St. Jude
Medical’s AF Program
Upon completion, this transaction
will immediately add two new growth drivers to St. Jude
Medical’s program for products used in atrial
fibrillation (AF) and other electrophysiology (EP)
catheterization procedures. This includes the EP-WorkMate®
computerized electrophysiology workstation with a fully
integrated EP-4™ Computerized Cardiac Stimulator and
expansion options to incorporate the NurseMate™ Remote
Review Charting Station. The EP-WorkMate® platform
already enjoys a strong number two share of the global
market for EP recording systems in spite of limited
sales and marketing resources.
This transaction will also
expedite St. Jude Medical’s entry into the high-growth
intracardiac ultrasound echocardiography (ICE) market
with the EP MedSystems ViewMate® II intracardiac
ultrasound system and the next generation ViewFlex™ PLUS
ICE catheter scheduled for market release this quarter.
This market is growing at an estimated 25 percent to 30
percent per year and includes both electrophysiology and
interventional cardiology applications.
“This transaction will accelerate
the growth of 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. “EP MedSystems’ new ClearWave™
signal recording technology and its next generation
ViewFlex™ PLUS ICE catheter will be especially important
additions to our AF technology platform.”
David Bruce, president and chief executive officer of EP
MedSystems, said, “With growth accelerating over the
past year, EP MedSystems’ products and market position
are stronger than they’ve ever been thanks to the focus
and efforts of our employees. This transaction delivers
significant shareholder value and enables our key
product platforms to benefit from the extensive
worldwide distribution, customer support and product
development infrastructure of St. Jude Medical. We look
forward to working with the St. Jude Medical team toward
a seamless combination.”
The
transaction is subject to certain closing
conditions and regulatory
approvals, and approval by EP MedSystems shareholders.
Following the close of the transaction, Bruce is
expected to join St. Jude Medical, and EP MedSystems
will become part of the Atrial Fibrillation division of
St. Jude Medical.
In connection with the transaction,
Gibson, Dunn & Crutcher, LLP is serving as legal counsel
for St. Jude Medical. Piper Jaffray & Co. is acting as
financial advisor to EP MedSystems, and Morgan, Lewis &
Bockius LLP is serving as legal counsel for EP
MedSystems.
Earnings Webcast Information
As previously announced, St. Jude
Medical will hold a webcast to discuss its first quarter
2008 financial results on Wednesday, April 16, 2008, at
8:00 a.m. CDT. St. Jude Medical will also discuss this
transaction at that time. The webcast can be accessed at
www.sjm.com
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 is dedicated to
making life better for cardiac, neurological and chronic
pain patients worldwide through excellence in medical
device technology and services. St. Jude Medical has
five major focus areas that include: cardiac rhythm
management, atrial fibrillation, cardiac surgery,
cardiology and neuromodulation. Headquartered in St.
Paul, Minn., St. Jude Medical employs approximately
12,000 people worldwide. 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
successful integration of the EP MedSystems business
into St. Jude Medical, the expansion of St. Jude
Medical’s product offering, St. Jude Medical’s presence
in the ICE market, the enhancement of value and benefits
to physician customers and to St. Jude Medical’s and EP
MedSystems’ shareholders, and the ability to realize
growth and efficiencies as a result of the transaction.
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 or by regulatory authorities, whether each of
the other conditions to closing set forth in the merger
agreement will be met, the ability of St. Jude Medical
to integrate EP MedSystems successfully, whether the
transaction will result in the enhancement of value and
benefits to physician customers and to St. Jude
Medical’s and EP MedSystems’ shareholders, and the
general effects of financial, economic, regulatory and
political conditions affecting the medical device
development, manufacture, sales and service industries.
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. St. Jude Medical and EP MedSystems
will be filing a registration statement/joint proxy
statement with respect to the merger and the merger
consideration with the Securities and Exchange
Commission (SEC). EP MedSystems shareholders are
advised to read the registration statement/joint proxy
statement when it is made available to them, because it
will contain important information that should be read
carefully before any decision is made with respect to
the merger. The registration statement/joint proxy
statement will be made available to all shareholders of
EP MedSystems at no expense to them, and will also be
available at no charge on the SEC's web site at
www.sec.gov.
Shareholders may also obtain copies of the registration
statement/joint proxy statement 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 their stockholders with respect to the
transactions contemplated by the proposed merger. A
description of any interests of the executive officers
and directors of EP MedSystems in the proposed merger
will be set forth in the proxy statement/prospectus.

NOTE:
- The stock price performance shown on the quote above is not necessarily indicative of future price performance.
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Regarding the information on this page and contained within the SEC and stock quote links contained in this web site:
Nasdaq Market Data Disclaimer
The Nasdaq data provided is for informational purposes only, and is not intended for trading purposes. Neither EP MedSystems, MKR Group, nor their data or content providers guarantee the sequence, accuracy, or completeness of any stock price information or other data displayed, nor shall any such party be liable in any way to the reader or to any other person, firm or corporation whatsoever for any delays, inaccuracies, errors in, or omission of any such information or data or the transmission thereof, or for any actions taken in reliance thereon or for any damages arising therefrom or occasioned thereby or by reason of nonperformance or interruption, or termination, of the stock price information for any cause whatsoever.
SEC/EDGAR Disclaimer
You can review the filings EP MedSystems has made with the U.S. Securities and Exchange Commission ("SEC") by linking directly to EDGAR (Electronic Data Gathering, Analysis and Retrieval system), a database maintained by the SEC. EDGAR is not part of the EP MedSystems Web site and this link to EDGAR does not mean that EP MedSystems endorses or accepts any responsibility for the content, or the use, of EDGAR. The EDGAR link provided is for informational purposes only, and is not intended for trading or investment purposes. EP MedSystems does not guarantee the sequence, accuracy, or completeness of any information or data displayed through EDGAR, nor shall EP MedSystems be liable in any way to the reader or to any other person, firm or corporation whatsoever for any delays, inaccuracies, errors in, or omission of any such information or data or the transmission thereof, or for any actions taken in reliance thereon or for any damages arising therefrom or occasioned thereby or by reason of nonperformance or interruption, or termination, of the information or data for any cause whatsoever. EP MedSystems does not assume any duty of disclosure beyond that which is imposed by law, and expressly disclaims any duty to update any information set forth in its filings with the SEC. The reader should note that EP MedSystems's periodic reports filed with the SEC include the disclosure therein of certain factors which may affect EP MedSystems 's future performance. Individual statements appearing in EP MedSystems's SEC filings are intended to be read in conjunction with and in the context of the complete documents in which they appear, to include any documents incorporated therein by reference thereto, rather than as stand-alone statements.
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