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St. Jude Medical and AGA Medical Announce Definitive Agreement

St. Jude Medical, Inc. and AGA Medical Holdings, Inc. announced that the Boards of Directors of both companies have approved a definitive agreement under which St. Jude Medical will acquire all of the outstanding shares of AGA Medical for $20.80 per share in a cash and stock transaction valued at approximately $1.3 billion, including the assumption of approximately $225 million in outstanding debt. The transaction is expected to be conducted as an exchange offer followed by a merger and to close by the end of the year.

AGA Medical, with sales of approximately $199 million in 2009, is a global innovator and manufacturer of a comprehensive line of devices used to treat structural heart defects and vascular abnormalities through minimally invasive transcatheter treatments. The combination of the complementary product lines of St. Jude Medical and AGA Medical will create a clear leader in the structural heart market, making St. Jude Medical the only company with programs across all major categories that include structural heart defects, left atrial appendage occlusion, transcatheter aortic valve implantation and percutaneous mitral valve repair.

The acquisition represents a significant addition to St. Jude Medical’s cardiovascular and atrial fibrillation growth programs, adding to the company’s portfolio a leading position in four new markets – the market for left atrial appendage (LAA) closure, the market for patent foramen ovale (PFO) closure in cryptogenic stroke patients, the market to modify abnormal peripheral vessels with vascular plugs and the market to repair structural heart defects.

AGA Medical’s AMPLATZER® device platform has strong brand-name recognition for its clinical excellence and ease of use. The company’s occlusion (closing or sealing) devices offer minimally invasive transcatheter treatments clinically proven to be safe and effective in closing structural defects found in a patient’s heart. Its portfolio of vascular plugs has the potential to change the standard of care for the treatment of peripheral abnormal blood vessels. AGA Medical’s AMPLATZER devices are currently marketed and sold in 112 countries and more than 450,000 AGA Medical products have been sold worldwide.

"St. Jude Medical believes that the acquisition of AGA Medical will benefit customers, employees and shareholders of both companies," said Daniel J. Starks, Chairman, President and Chief Executive Officer of St. Jude Medical. "AGA Medical has developed technologies with proven clinical outcomes. It has a strong core business with an enviable pipeline of products and clinical trials. We look forward to AGA Medical employees joining St. Jude Medical and to the further development of these programs."

"In St. Jude Medical we have found a partner that shares our commitment to develop innovative products that support the vision, leadership and innovation of our co-founder, Dr. Kurt Amplatz, whose groundbreaking devices have improved the lives of patients around the world, and with whom we look forward to continuing to work in the future,” said John Barr, President and Chief Executive Officer of AGA Medical.

“We are very pleased to be joining St. Jude Medical, which – through its geographic scale, expertise and resources – will help us expand the reach of our products both geographically and across physician specialties.”

Following the completion of the transaction, AGA Medical will become part of St. Jude Medical’s Cardiovascular Division. AGA Medical President and CEO John Barr has agreed to join St. Jude Medical, reporting to Cardiovascular Division President Frank Callaghan. St. Jude Medical plans to continue operations from AGA Medical’s current location in Plymouth, Minnesota, USA.

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