St. Jude Medical Inc. said it plans to acquire AGA Medical Holdings Inc. for about $1.3 billion. The purchase will expand St. Jude’s cardiac device offerings with a portfolio of transcatheter structural heart occluders.
AGA’s products include the Amplatzer series of devices to treat atrial septal defects (ASDs), patent ductus arteriosus (PDAs) and ventricular septal defects (VSDs). The company makes vascular plugs to embolize peripheral veins and arteries to reduce or eliminate blood flow to a targeted organ, or to reroute blood flow through other vessels. It is also developing an occluder for the left atrial appendage (LAA).
The boards of directors of both companies 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 will 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. St. Jude said the merger will create the only company with programs across all major categories that include structural heart defects, LAA occlusion, transcatheter aortic valve implantation and percutaneous mitral valve repair.
AGA Medical’s revenue has grown at a compounded annual rate of 19 percent during the period from 2005 to 2009. On a constant currency basis, St. Jude Medical expects AGA Medical to grow its revenue in the low double-digits for 2011, not including the benefits of any possible future product approvals or successful clinical trial outcomes. AGA’s Amplatzer devices are currently marketed and sold in 112 countries and more than 450,000 AGA 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 CEO 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 ground-breaking 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 CEO 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 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, Minn.