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St Jude to acquire EP MedSystems

St Jude Medical and EP MedSystems have announced that the boards of directors of both companies have unanimously approved a definitive merger agreement under which St Jude Medical will acquire EP MedSystems for approximately $92.1 million.

Under the terms of the merger agreement, EP MedSystems shareholders will receive $3 of consideration for each EP MedSystems share they own, with the option of receiving that amount in cash or St Jude Medical common stock. The number of shares of St Jude Medical common stock that EP MedSystems shareholders will receive will be determined based on the average closing price over 10 trading days, ending on the second business day before the transaction closes. The cash and stock elections are subject to pro-ration such that St Jude Medical will issue 40% of the total merger consideration in St Jude Medical common stock and 60% in cash.

In connection with this transaction, St Jude Medical’s board of directors has approved an additional stock buyback authorization of $50 million, which increases St Jude Medical’s share repurchase authorization from $250 million to $300 million. The additional buyback authorization will be used to offset the shares issued in this transaction. The companies anticipate this acquisition will close during the third quarter of 2008.

Daniel Starks, chairman, president and CEO of St Jude Medical, said: “This transaction will accelerate the growth of St. Jude Medical’s program to help physicians cure atrial fibrillation. EP MedSystems’s new ClearWave signal recording technology and its next generation ViewFlex PLUS ICE catheter will be especially important additions to our AF technology platform.”