The St. Paul, Minn.-based company said about 91.1 percent of AGA’s outstanding stock was tendered as part of its buyout of the company, and another 6.7 percent of AGA stock was tendered by notices of guaranteed delivery.
St. Jude said it calculated the exchange rate by dividing $20.80 by $38.54, which is the volume weighted average of the daily closing prices of STJ stock for the 10 trading days that ending Nov. 15, the second trading day prior to its planned expiration date for the exchange offer. The company said it conducted the deal with a so-called "a short-form merger" through its subsidiary Asteroid Subsidiary Corp.
The acquisition agreement stipulated that each AGAM shareholder receive $10.40 in cash and $10.40 worth of STJ stock. The agreement was based on AGAM’s average closing price during the 10 trading days ending two days before St. Jude began buying up AGAM shares on Oct. 20, according to St. Jude’s announcement of the merger.
Plymouth, Minn.-based AGA develops devices used to repair structural heart defects and treat vascular diseases. The company will be subsumed by St. Jude’s cardiovascular unit, which makes vascular closure and heart valve products.
STJ shares closed at $39.31, up 2.1 percent for the day. AGAM shares closed at $21.20, up 2.2 percent.