New platform technology to enhance St. Jude Medical's atrial fibrillation and other growth programsST. PAUL, Minn. & HAIFA, Israel, Dec 22, 2008 (BUSINESS WIRE) -- St. Jude Medical, Inc. (NYSE: STJ) and MediGuide Inc. today announced
the signing of a definitive merger agreement and simultaneous closing of
the merger whereby St. Jude Medical has acquired all of the outstanding
shares of MediGuide Inc., including the 41.3 percent interest (on a
fully-diluted basis) owned by Elbit Systems Ltd. (NASDAQ: ESLT, TASE:
ESLT) for $283 million in cash and the assumption of net liabilities
totaling approximately $17 million.
Terms of the transaction provide for St. Jude Medical to pay $138
million of the purchase price in December 2008, with the balance due in
two subsequent payments of $111 million in November 2009 and up to $34
million in April 2010.
MediGuide has developed a sophisticated navigation system, the Medical
Positioning System (gMPS(TM)), that uses proprietary technology for
real-time tracking of sub-millimeter sized sensors. These sensors can be
mounted on needles, guidewires, catheters, or other medical devices used
for minimally-invasive intra-body navigation. The 3-D position and
orientation of the sensors can be calculated in real time and projected
graphically on a fluoroscope, CT, MRI, ultrasound, or 3-D reconstructed
image of the anatomy. The gMPS system is intended to provide a
comprehensive solution for motion artifacts caused by patient
heartbeats, respiration, or other movements. The goal of the gMPS system
is to increase the accuracy and amount of information available to a
physician during a catheterization or other minimally invasive procedure
while reducing the risk of exposure to radiation for the patient and
medical team. MediGuide's gMPS technology and its gMPS Enabled Guided
Measurement Catheter (GMC(TM)) are European CE Mark certified and are
currently limited to investigational use only in the United States.
"Today's announcement reflects St. Jude Medical's commitment to product
leadership and our strategy of supporting superior technology that gives
physicians the most control possible in their effort to enhance patient
outcomes," said Daniel J. Starks, chairman, president and chief
executive officer of St. Jude Medical. "In addition to continuing our
strong commitment to developing our atrial fibrillation platform, we
believe MediGuide's proprietary technology may also extend across a
variety of other product categories, including cardiac rhythm
management, interventional cardiology, neurology and structural heart
disease. We look forward to bringing this technology into our portfolio
so that we can further develop and capture these potential
Gera Strommer, president and chief executive officer of MediGuide, said,
"We look forward to working with the St. Jude Medical team. With their
support, we will have the resources to more fully capitalize on
MediGuide's innovations and successfully move through the next stage of
our development plans." Mr. Strommer and Uzi Eichler, vice president of
technology for MediGuide, are expected to join St. Jude Medical.
Joseph Ackerman, president and chief executive officer of Elbit Systems,
said, "We are pleased to have a company such as St. Jude Medical
recognize the value of MediGuide. We believe the acquisition provides
MediGuide an excellent opportunity to continue its growth, while
allowing Elbit Systems to focus on its core business areas."
With this transaction, MediGuide will become part of the St. Jude
Medical Atrial Fibrillation Division. In connection with the
transaction, St. Jude Medical will record a special charge of
approximately $300 million for in-process research and development in
the fourth quarter of 2008. This acquisition does not change St. Jude
Medical's outlook for 2008 or 2009 consolidated earnings per share,
exclusive of the special charge.
St. Jude Medical funded the acquisition with cash on hand outside the
United States as well as with the proceeds from a new three-year term
loan established recently with a syndicate of banks.
In connection with the transaction, Banc of America Securities LLC is
acting as financial advisor to St. Jude Medical, and Gibson, Dunn and
Crutcher LLP is serving as legal counsel. Morrison & Foerster LLP and
Amit, Pollak, Matalon & Co. are serving as legal counsel to MediGuide.
Conference Call and Webcast Today
St. Jude Medical will host a brief conference call for investors later
this morning at 9 a.m. CT to discuss the MediGuide acquisition, as well
as yesterday's announced acquisition of Radi Medical Systems AB. For
complete instructions on how to listen to the live audio webcast or a
replay of the webcast, please refer to the Investor Relations section of
the St. Jude Medical website at www.sjm.com.
MediGuide (Delaware, USA & Haifa, Israel) - an Israeli based company
(originally spun off from Elbit Systems - NASDAQ: ESLT and got its first
investment from Vitalife VC during 2001), is the provider of technology,
solutions and applications for intra body navigation and less invasive
procedures with a special focus on cardiology. Based on its proprietary
gMPS technology, MediGuide brings the ability to navigate gMPS Enabled
Devices (catheters, wires and other devices equipped with a sub
millimeter gMPS sensor) in the MPS Ready Cathlab environment,
co-developed by MediGuide in collaboration with the leading imaging
companies. Further information can be found at http://www.mediguide.co.il
About Elbit Systems Ltd.
Elbit Systems Ltd. is an international defense electronics company
engaged in a wide range of defense related programs throughout the
world. The Company, which includes Elbit Systems and its subsidiaries,
operates in the areas of aerospace, land and naval systems, command,
control, communications, computers, intelligence surveillance and
reconnaissance ("C4ISR"), unmanned air vehicle (UAV) systems, advanced
electro-optics, electro-optic space systems, EW suites, airborne warning
systems, ELINT systems, data links and military communications systems
and radios. The Company also focuses on the upgrading of existing
military platforms and developing new technologies for defense, homeland
security and commercial aviation applications.
About St. Jude Medical
St. Jude Medical develops medical technology and services that focus on
putting more control into the hands of those who treat cardiac,
neurological and chronic pain patients worldwide. The company is
dedicated to advancing the practice of medicine by reducing risk
wherever possible and contributing to successful outcomes for every
patient. Headquartered in St. Paul, Minn., St. Jude Medical employs more
than 13,000 people worldwide and has five major focus areas that
include: cardiac rhythm management, atrial fibrillation, cardiac
surgery, cardiology and neuromodulation. For more information, please
St. Jude Medical Forward-Looking Statements
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 the Company, including potential
clinical successes, anticipated regulatory approvals and future product
launches, and projected revenues, margins, earnings and market shares.
The statements made by the Company 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 the Company's control and the
risk factors and other cautionary statements described in the Company's
filings with the SEC, including those described in the Risk Factors and
Cautionary Statements sections of the Company's Annual Report on Form
10-K for the fiscal year ended December 29, 2007 and Quarterly Report on
Form 10-Q for the fiscal quarter ended September 27, 2008. The Company
does not intend to update these statements and undertakes no duty to any
person to provide any such update under any circumstance.
SOURCE: St. Jude Medical, Inc.
St. Jude Medical
Investor / Media Relations
Angela Craig, 651 481 7789
Dror Roth, +972 4 8137000
Chief Financial Officer
Elbit Systems Ltd.
Joseph Gaspar, +972 4 8316663
Executive Vice President & CFO
Elbit Systems Ltd.
Ehud Helft / Kenny Green, 646 201 9246