Thoratec sale to Minnesota-based St. Jude Medical proceeding

$3.4-billion deal positions combined companies to grow 10% annually

Pleasanton-based Thoratec Corporation, a leader in therapies to address advanced-stage heart failure, announced this week that it is proceeding with the bid by St. Jude Medical Inc. to acquire all of the outstanding shares of Thoratec in an all-cash transaction valued at $3.4 billion, or $63.50 per share.

The announcement followed the expiration of a "go shop" period during which Thoratec and its representatives solicited alternative acquisition proposals. With no acquisition proposals received, the boards of directors of both companies unanimously approved the agreement, which represents a premium of 40.1% compared to Thoratec's trading price of to $45.34 for the 30 trading day period ending July 17.

The transaction is expected to be completed in this year's fourth quarter, subject to regulatory and shareholder approval.

Thoratec's products include the HeartMate II and HeartMate 3 LVAS (Left Ventricular Assist Systems) and Thoratec VAD (Ventricular Assist Device) with more than 20,000 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 US law to investigational use.

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 the CardioMEMS HF System.

The acquisition is seen as positioning St. Jude Medical to enter new markets totaling more than $1 billion that are expected to grow approximately 10 % annually, benefiting St. Jude Medical's sales growth profile beginning in 2016.

St. Jude Medical is headquartered in St. Paul, Minn. Thoratec's headquarters are at 6035 Stoneridge Dr. in Pleasanton.


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