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Published on 7/7/2008 in the Prospect News Special Situations Daily.

St. Jude completes acquisition of EP MedSystems

By Lisa Kerner

Charlotte, N.C., July 7 - St. Jude Medical, Inc. completed its acquisition of EP MedSystems, Inc., it was announced on Monday.

EP MedSystems shareholders could elect to receive either $3.00 in cash or 0.0738 shares of St. Jude Medical common stock for each share of EP MedSystems common stock, subject to proration so that 60% of EP MedSystems shares are exchanged for cash and the remainder for shares, according to a St. Jude Medical news release.

The election results indicate that:

• Holders of 21,611,763 EP MedSystems shares, or 71.19%, elected to receive cash subject to proration and will receive about 84.15% of their total consideration in cash and the remainder in St. Jude Medical common stock;

• Holders of 4,324,046 shares, or 14.25%, validly elected to receive shares of St. Jude Medical common stock and will receive such share consideration in full; and

• Holders of 4,418,427 shares, or 14.56%, did not make a valid election and will receive all of their consideration in St. Jude Medical common stock.

Cash will be issued in lieu of fractional shares.

St. Jude Medical said in total it will pay about $91 million, consisting of $54.56 million in cash and approximately 898,000 shares of St. Jude Medical common stock.

The company's board of directors approved an additional $50 million stock buyback authorization, which will offset the shares issued in this transaction, the release stated.

It was previously reported that St. Jude Medical agreed to acquire EP MedSystems for about $92.1 million to expedite St. Jude Medical's entry into the high-growth intracardiac ultrasound echocardiography market.

St. Jude Medical manufactures and distributes cardiovascular medical devices and implantable neurostimulation devices. The company is based in St. Paul.

Based in West Berlin, N.J., EP MedSystems develops electrophysiology products used to diagnose and treat cardiac rhythm disorders.


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