BN 07/22 11:00 *ST. JUDE MEDICAL SEES DEAL ADDING TO '16 ADJ EPS
BN 07/22 11:00 *ST. JUDE TO BUY THORATEC FOR $63.50/SHR IN CASH
BFW 07/22 11:00 *ST. JUDE MEDICAL TO BUY THORATEC FOR $63.50/SHR IN CASH
BN 07/22 11:00 *ST. JUDE TO BUY THORATEC FOR 63.50/SHR IN A CASH
BN 07/22 11:00 *ST. JUDE MEDICAL TO BUY THORATEC FOR $63.50/SHR IN A CASH
BN 07/22 11:00 *ST. JUDE MEDICAL & THORATEC REPORT DEFINITIVE PACT
St. Jude Medical and Thoratec Announce Definitive Agreement
2015-07-22 11:00:00.491 GMT
St. Jude Medical and Thoratec Announce Definitive Agreement
Combination Accelerates Innovation-Based Growth Program and Expands Heart
Failure Franchise
St. Jude Medical Will Discuss Transaction on its Second Quarter 2015 Earnings
Call Scheduled for 8 a.m. EDT (7 a.m. CDT) on July 22, 2015
Business Wire
ST. PAUL, Minn. & PLEASANTON, Calif. -- July 22, 2015
St. Jude Medical (NYSE:STJ) and Thoratec (NASDAQ:THOR) today announced that
the Boards of Directors of both companies have unanimously approved a
definitive agreement under which St. Jude Medical will acquire all of the
outstanding shares of Thoratec for $63.50 per share in a cash transaction
valued at approximately $3.4 billion, net of cash acquired. The all-cash
transaction represents a premium of 40.1 percent compared to $45.34,
Thoratec's volume-weighted average trading price for the 30 trading day period
ending July 17, 2015, and a 35.4 percent premium to the closing price on
Thoratec's last unaffected trading date on July 17, 2015 of $46.89. The
transaction is expected to be completed in the fourth quarter of 2015.
Thoratec is the worldwide leader in mechanical circulatory support (MCS)
technology for the treatment of advanced heart failure (HF), which includes
ventricular assist devices (VADs) that are used for both chronic and acute
patient support. The combination of complementary product lines of St. Jude
Medical and Thoratec will offer the most comprehensive portfolio of products
for the management and treatment of heart failure.
“Thoratec’s strong core business and rich portfolio of new products complement
St. Jude Medical’s innovation-based growth strategy and will benefit patients,
customers, employees and shareholders of both companies,” said Daniel J.
Starks, Chairman, President and Chief Executive Officer of St. Jude Medical.
“The addition of Thoratec’s leading ventricular assist device portfolio
expands and enhances St. Jude Medical’s established presence in heart failure
therapies. We look forward to welcoming Thoratec employees to our company at
such an exciting time in our history.”
This transaction accelerates St. Jude Medical’s growth strategy by adding
Thoratec’s complementary products and technologies to St. Jude Medical’s
industry-leading heart failure portfolio that includes its quadripolar cardiac
resynchronization therapy (CRT), remote monitoring capabilities and
CardioMEMS™ HF System. Together, the combined organization will offer
physicians and their patients innovative solutions across the heart failure
care continuum.
“Thoratec is pleased to join St. Jude Medical as we create a company that’s
uniquely positioned to advance treatment options for patients living with
heart failure,” said D. Keith Grossman, President and Chief Executive Officer
of Thoratec. “By combining the capabilities and leading technologies of both
companies, we will be able to expand access, reduce costs and advance heart
failure therapies on a global basis. Our employees and customers have worked
together tirelessly over many years to create the market leader Thoratec has
become. It is gratifying to see the creation of a combined product platform
and capability with St. Jude Medical that will fulfill the promise of our
products to many, many more patients in the years to come.”
Strategic and Financial Benefits of the Transaction
* Expands Leadership Position in Heart Failure: St. Jude Medical’s strength
in heart failure solutions is based on its portfolio of innovative
solutions that are proven to improve outcomes and reduce costs, including
its Quadripolar CRT-D and CRT-P technologies, MultiPoint™ Pacing CRT
technology, remote monitoring capabilities and CardioMEMS™ HF System.
Thoratec adds HeartMate II^®, the most widely used and extensively studied
left ventricular assist device, as well as the next generation HeartMate
3™ and HeartMate PHP™ and other complementary products to St. Jude
Medical’s portfolio.
* Accelerates St. Jude Medical’s Sales Growth Trajectory: Thoratec is the
global leader in the VAD market, which is currently estimated to be
approximately $750 million, and recently announced CE Mark approval of its
percutaneous heart pump, allowing Thoratec to enter a global market
expected to exceed $300 million in 2016. This acquisition positions St.
Jude Medical to enter new markets totaling more than $1 billion that are
expected to grow approximately 10 percent annually, benefitting St. Jude
Medical’s sales growth profile beginning in 2016.
* Continues Commitment to Innovation: St. Jude Medical’s strong track record
of bringing innovation to the markets it serves represents a significant
opportunity to further strengthen Thoratec’s rich pipeline of new and
next-generation products with the CardioMEMS HF System and its remote
monitoring and electronic health record interface capabilities.
* Provides Opportunity to Leverage Complementary Customer Focus and St. Jude
Medical’s Global Scale: Both companies have strong relationships with
heart failure physicians and cardiac surgeons. St. Jude Medical’s
interventional cardiology relationships will be an important benefit to
commercialize Thoratec’s new percutaneous heart pump, HeartMate PHP, used
in high risk percutaneous coronary intervention (PCI) procedures. In
addition, St. Jude Medical’s global presence can further strengthen and
enhance Thoratec’s international growth as only approximately 20 percent
of Thoratec’s sales currently come from outside of the United States.
* Creates Shareholder Value for St. Jude Medical Shareholders: This
transaction is expected to be accretive to adjusted earnings per share in
2016. St. Jude Medical also expects the combined company to capture
revenue and technology synergies following the completion of this
transaction.
Terms of the Transaction
Under the terms of the merger agreement, Thoratec shareholders will receive
$63.50 in cash, without interest, for each share of Thoratec common stock they
own. The transaction is conditioned upon, among other things, Thoratec
shareholder approval, regulatory approvals and other customary closing
conditions. The transaction is not conditioned on financing. St. Jude Medical
intends to fund the transaction through proceeds from additional bank term
loan debt and senior unsecured notes. St. Jude Medical is committed to
maintaining a strong investment grade rating.
The merger agreement includes a “go-shop” period, during which Thoratec will
actively solicit alternative proposals from third parties for the next 30 days
continuing through August 20, 2015. The merger agreement provides for Thoratec
to pay a termination fee of approximately $30 million to St. Jude Medical if
Thoratec terminates the merger agreement in connection with a superior
proposal that arose during the go-shop period and a termination fee of
approximately $111 million if Thoratec terminates the merger agreement in
connection with a superior proposal that arose following the go-shop period.
There can be no assurance that this process will result in a superior
proposal. Thoratec does not intend to disclose developments with respect to
the solicitation process unless and until its Board of Directors has made a
decision with respect to any potential superior proposal.
Advisors
Bank of America Merrill Lynch is acting as financial advisor to St. Jude
Medical and has also provided fully committed financing. Gibson, Dunn &
Crutcher LLP is serving as legal counsel to St. Jude Medical. Guggenheim
Securities is acting as financial advisor to Thoratec, and Latham & Watkins
LLP is serving as legal counsel. Centerview Partners provided a fairness
opinion to the Board of Directors of Thoratec in connection with the
transaction.
Conference Call, Webcast and Presentation
St. Jude Medical will hold its regular quarterly earnings conference call and
webcast for investors and analysts on Wednesday, July 22, at 8 a.m. EDT (7
a.m. CDT) where its management will also discuss the transaction. A
presentation will also be available for download. This call is being webcast
and can be accessed live at the St. Jude Medical Investor Relations website
(investors.sjm.com), where it will also be archived for 90 days.
About St. Jude Medical
St. Jude Medical is a global medical device manufacturer dedicated to
transforming the treatment of some of the world’s most expensive epidemic
diseases. The company does this by developing cost-effective medical
technologies that save and improve lives of patients around the world.
Headquartered in St. Paul, Minn., St. Jude Medical has four major clinical
focus areas that include cardiac rhythm management, atrial fibrillation,
cardiovascular and neuromodulation. For more information, please visit sjm.com
or follow us on Twitter @SJM_Media.
About Thoratec
Thoratec is a world leader in therapies to address advanced-stage heart
failure. The company's products include the HeartMate II and HeartMate 3 LVAS
(Left Ventricular Assist Systems) and Thoratec^® VAD (Ventricular Assist
Device) with more than 21,000 devices implanted in patients suffering from
heart failure. Thoratec also manufactures and distributes the CentriMag^®,
PediMag®/PediVAS^®, and HeartMate PHP product lines. HeartMate 3 and HeartMate
PHP are investigational devices and are limited by U.S. law to investigational
use. Thoratec is headquartered in Pleasanton, Calif. For more information,
visit the company's website at http://www.thoratec.com.
Thoratec, the Thoratec logo, HeartMate, and HeartMate II are registered
trademarks of Thoratec Corporation and HeartMate 3, HeartMate PHP, and IVAD
are trademarks of Thoratec Corporation. CentriMag and PediMag are registered
trademarks of Thoratec LLC, and PediVAS is a registered trademark of Thoratec
Switzerland GmbH.
Additional Information About the Merger and Where to Find It
In connection with the proposed transaction, Thoratec will prepare a proxy
statement to be filed with the SEC. When completed, a definitive proxy
statement and a form of proxy will be mailed to the shareholders of Thoratec.
THORATEC’S SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE
PROPOSED MERGER BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Thoratec’s
shareholders will be able to obtain, without charge, a copy of the proxy
statement (when available) and other relevant documents filed with the SEC
from the SEC’s website at http://www.sec.gov. Thoratec’s shareholders will
also be able to obtain, without charge, a copy of the proxy statement and
other relevant documents (when available) by directing a request by mail or
telephone to Thoratec Corporation, Investor Relations, 6035 Stoneridge Drive,
Pleasanton, California, 94588, telephone: 925-847-8600 or from Thoratec’s
website, http://www.Thoratec.com.
Thoratec and its directors and officers may be deemed to be participants in
the solicitation of proxies from Thoratec’s shareholders with respect to the
proposed merger. Information about Thoratec’s directors and executive officers
and their ownership of Thoratec’s common stock is set forth in the proxy
statement for Thoratec’s 2015 annual meeting of stockholders, Thoratec’s
Annual Report on Form 10-K for the fiscal year dated January 3, 2015, and the
proxy statement and other relevant materials which may be filed with the SEC
in connection with the transaction when and if they become available. Thoratec
shareholders may obtain additional information regarding the interests of
Thoratec and its directors and executive officers in the proposed merger,
which may be different than those of Thoratec’s shareholders generally, by
reading the proxy statement and other relevant documents regarding the
proposed transaction, when and if filed with the SEC.
Forward-Looking Statements
Forward-Looking Statement for Thoratec
This news release contains forward-looking statements within the meaning of
the Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking statements
involve certain risks and uncertainties that could cause actual results to
differ materially from those indicated in such forward-looking statements,
including, but not limited to, the ability of the parties to consummate the
proposed transaction, satisfaction of closing conditions to the consummation
of the proposed transaction, the impact of the announcement of the proposed
transaction on Thoratec’s relationships with its employees, existing customers
or potential future customers, and such other risks and uncertainties
pertaining to the Thoratec’s business as detailed in its filings with the SEC
on Forms 10-K and 10-Q, which are available on the SEC’s website at
www.sec.gov. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date thereof. Thoratec
assumes no obligation to update any forward-looking statement contained in
this news release.
Forward-Looking Statement for St. Jude Medical
This news release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 that involve risks and
uncertainties. Such forward-looking statements include the expectations, plans
and prospects for St. Jude Medical, including but not limited to potential
clinical successes, anticipated regulatory approvals and future product
launches, and projected revenues, margins, earnings and market shares, as well
the anticipated acquisition of Thoratec, the timing of which may change or may
not be consummated at all, and the related benefits of such transaction which
may or may not materialize as expected. The statements made by St. Jude
Medical are based upon management’s current expectations and are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements. These risks
and uncertainties include market conditions and other factors beyond St. Jude
Medical’s control and the risk factors and other cautionary statements
described in St. Jude Medical’s filings with the SEC, including those
described in the Risk Factors and Cautionary Statements sections of the St.
Jude Medical’s Annual Report on Form 10-K for the fiscal year ended January 3,
2015 and Quarterly Report on Form 10-Q for the fiscal quarter ended April 4,
2015. St. Jude Medical does not intend to update these statements and
undertakes no duty to any person to provide any such update except as required
by law.
View source version on businesswire.com:
http://www.businesswire.com/news/home/20150722005639/en/Contact:
ST. JUDE MEDICAL CONTACTS:
J.C. Weigelt, 651-756-4347
Investor Relations
jweigelt@sjm.com
Candace Steele Flippin, 651-756-3029
Public Relations
csflippin@sjm.com
or
THORATEC CONTACT:
Neil Meyer, 925-738-0029
Investor Relations
neil.meyer@thoratec.com
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