St. Jude Medical and Advanced Neuromodulation Systems Announce Definitive Agreement; Combination Brings St. Jude Medical Complem
2005年10月17日 - 3:00AM
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St. Jude Medical, Inc. (NYSE:STJ) and Advanced Neuromodulation
Systems, Inc. (NASDAQ:ANSI): -- Conference Call and Webcast for
Investors and Analysts Scheduled for Tomorrow at 7:00 a.m. Central
Time (8:00 a.m. Eastern Time) -- St. Jude Medical Third Quarter
2005 Earnings Results to be Issued Tomorrow St. Jude Medical, Inc.
(NYSE:STJ) and Advanced Neuromodulation Systems, Inc. (NASDAQ:ANSI)
announced today that the Boards of Directors of both companies have
unanimously approved a definitive agreement whereby St. Jude
Medical will acquire ANS for $61.25 per ANS share in cash, for a
total of approximately $1.3 billion. Under the terms of the
agreement, St. Jude Medical will commence a tender offer for all of
the outstanding shares of ANS common stock no later than Tuesday,
October 25, 2005. Following successful completion of the tender,
holders of any remaining outstanding shares of ANS will be entitled
to receive cash of $61.25 per share of ANS common stock upon the
closing of the merger. The transaction is subject to customary
closing conditions and regulatory approvals, as well as the valid
tender of a majority of the outstanding shares of ANS common stock,
on a fully-diluted basis. St. Jude Medical expects the transaction
to close by the end of the year. ANS is a technology leader in the
estimated $1 billion neuromodulation medical device market and
holds a strong No. 2 market share position in the spinal cord
stimulation segment. Neuromodulation is the delivery of very small,
precise doses of electricity or drugs directly to nerve sites and
is aimed at treating patients suffering from chronic pain or other
disabling nervous system disorders. ANS also has clinical trials
underway for new indications to address the expanding markets for
Parkinson's disease and essential tremor. The neuromodulation
market has experienced historical growth of over 20 percent during
the last several years with continued robust growth expected. "This
is a compelling strategic opportunity for St. Jude Medical and is
consistent with our efforts to create additional long-term growth
drivers that diversify our business mix and deliver value to our
shareholders while benefiting patients and physicians around the
world," said St. Jude Medical Chairman, President and Chief
Executive Officer Daniel J. Starks. "We have long respected the ANS
team and what they have accomplished. The ANS culture and
dedication to improving the quality of lives for patients are
aligned with our own. We welcome ANS's employees to St. Jude
Medical and expect them to be an important part of our continued
success." "In addition to providing ANS shareholders with good
value, this transaction will strengthen our competitive position on
a global basis," said Chris Chavez, President and Chief Executive
Officer of ANS. "We are pleased to be joining St. Jude Medical, a
leader in cardiac medical device technology. Both St. Jude Medical
and ANS share a common commitment to technological innovation and
exceptional service to our clinical and patient communities. We
look forward to becoming part of the St. Jude Medical team."
Following the close of the transaction, ANS will become a newly
created division of St. Jude Medical. Mr. Chavez and the executive
management team are expected to remain with the combined company
and Mr. Chavez will be President of the ANS Division. ANS will
remain headquartered in Plano, Texas. Strategic Benefits of the
Transaction Provides Complementary Growth Platform for St. Jude
Medical. The acquisition of ANS is a natural expansion of St. Jude
Medical's implantable microelectronics technology programs. With
ANS, St. Jude Medical will gain an immediate footprint in the
neuromodulation segment of the medical device industry. ANS also
has exciting new applications under development that can leverage
St. Jude Medical's extensive experience in low-voltage stimulation
design and manufacturing. St. Jude Medical expects to accelerate
the flow of new and innovative products in cardiac rhythm
management and in neuromodulation by using the research and
engineering expertise of both companies, as well as St. Jude
Medical's manufacturing resources. Brings Broad Product Portfolio.
Today, ANS offers a full array of implantable spinal cord
stimulation (SCS) devices, including rechargeable implantable pulse
generators (IPGs), conventional battery powered IPGs and radio
frequency stimulators. ANS also offers a wide range of lead systems
and device programmers targeted toward clinicians and patients. The
recent introduction of the Eon(TM) Neurostimulation System, ANS's
rechargeable IPG, has been well received in the market.
Strengthened International Presence for ANS. By capitalizing on St.
Jude Medical's international infrastructure, including its
distribution, regulatory and clinical functions, St. Jude Medical
can further strengthen ANS's global presence and growth. Today,
approximately 40 percent of St. Jude Medical revenues come from
sales outside the U.S., while less than 10 percent of ANS revenues
come from international sales. ANS products are currently sold in
about 30 countries while St. Jude Medical has a presence in over
130 countries. Offers Access to New Indication Opportunities. St.
Jude Medical expects to invest in ANS's growth opportunities
through focused development of new potential indications. ANS has
received U.S. Food and Drug Administration (FDA) approval for
clinical studies in indications such as Parkinson's disease and
essential tremor -- diseases which represent potential new and
underserved markets. ANS also is exploring a number of additional
therapeutic areas such as migraine headaches, depression, obsessive
compulsive disorder, obesity and angina that provide exciting
upside opportunities for revenue growth. Financial Benefits of the
Transaction Revenue Growth. St. Jude Medical's revenue growth will
be enhanced as a result of its combination with ANS. Including the
additional revenue provided from the ANS transaction in 2006, St.
Jude Medical now expects revenue growth of more than 20 percent
next year. Earnings Growth. Due to the strength of St. Jude
Medical's current business, the Company expects to absorb the
acquisition of ANS and still meet current earnings per share growth
expectations for 2006. The transaction is expected to be accretive
to earnings per share in 2007 and beyond. St. Jude Medical is today
reaffirming its goal of a minimum 15 percent per year growth in
earnings per share. Capital Structure St. Jude Medical intends to
fund the transaction through cash on hand and borrowings under an
existing commercial paper program, which is supported by bank
credit facilities. St. Jude Medical anticipates that the strong
operating cash flow of the combined entities will provide for the
repayment of the acquisition-related debt by mid-2007. Advisors In
connection with the transaction, Banc of America Securities LLC is
acting as financial advisor to St. Jude Medical, and Gibson, Dunn
& Crutcher LLP is legal counsel. Piper Jaffray & Co. is
acting as financial advisor to ANS, and Baker Botts L.L.P. is legal
counsel. Conference Call and Webcast at 7:00 a.m. (CDT) Tomorrow
St. Jude Medical and ANS will host a conference call and webcast
for investors and analysts at 7:00 a.m. CDT (8:00 a.m. EDT) on
Monday, October 17, 2005, to discuss today's announcement.
Additionally, St. Jude Medical's third quarter 2005 earnings
results, previously scheduled for Wednesday, October 19, 2005, will
be released tomorrow at 6:00 a.m. CDT and will be discussed on the
7:00 a.m. CDT conference call and webcast. The call may be accessed
at 866-425-6195 (U.S.) and 973-582-2700 (outside of the U.S.). The
conference ID number is 6614858. The call will also be
simultaneously webcast at www.sjm.com. Following the call, an audio
replay will be available for seven days by dialing 877-519-4471
(U.S.) and 973-341-3080 (outside of the U.S.), conference code
6614858. 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, manufactures 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 Item 8.01 of St. Jude Medical's Current Report on Form
8-K filed on October 17, 2005, and in Item 8.01 of ANS' 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 June 30, 2005 (see page 25) 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 will be filing a tender offer statement with the
Securities and Exchange Commission (SEC) and ANS will be filing 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, when those
statements are made available to them. The tender offer statement
and the solicitation/recommendation statement will contain
important information that should be read carefully before any
decision is made with respect to the offer. These documents will be
made available to all shareholders of ANS at no expense to them.
These documents will also be 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 ANS, Inc. in
writing at 6901 Preston Road, Plano, Texas 75024, or by phone at
972-309-8000.
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