Advanced Neuromodulation (NASDAQ:ANSI)
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St. Jude Medical, Inc. (NYSE:STJ) announced today that
the tender offer for all of the outstanding shares of common stock of
Advanced Neuromodulation Systems, Inc. (NASDAQ:ANSI) expired at
midnight, Eastern Time, Tuesday, November 15, 2005. St. Jude Medical
has accepted for purchase and payment all of the shares that were
validly tendered as of the expiration of the offer. The preliminary
results of the offer show that approximately 15,769,679 shares of ANS
common stock were validly tendered and not properly withdrawn as of
the expiration date, satisfying the minimum condition for the tender
offer. Such tendered shares, together with approximately 2,257,821
shares subject to notices of guaranteed delivery (for a total of
approximately 18,027,500 ANS shares), represent approximately 89% of
ANS's outstanding shares.
As described in the Offer to Purchase, St. Jude Medical and ANS
are providing for a subsequent offering period which begins today at
9:00 a.m., Eastern Time, and expires at midnight, Eastern Time, on
Friday, November 18, 2005. During this subsequent offering period,
shares of ANS common stock will be accepted and promptly paid for as
they are tendered. The same per share consideration paid during the
initial offering period, $61.25 net per share in cash, will be paid
during the subsequent offering period. Shares of ANS common stock
tendered during the subsequent offering period may not be withdrawn.
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.