Rigrodsky & Long, P.A. Obtains Important Additional Benefits for Shareholders of AGA Medical Holdings, Inc. Concerning Its Sale to St. Jude Medical, Inc.

Rigrodsky & Long, P.A. Obtains Important Additional Benefits for Shareholders of AGA Medical Holdings, Inc. Concerning Its Sale to St. Jude Medical, Inc.

On October 28, 2010, plaintiff commenced class action, in the Delaware Court of Chancery, on behalf of the public shareholders of AGA Medical Holdings, Inc. (“AGA Medical” or the “Company”) against AGA Medical and its Board of Directors (the “Board” or “Individual Defendants”) to enjoin a transaction announced on October 18, 2010 (the “Transaction”), pursuant to which St. Jude Medical, Inc. and its indirect, wholly-owned subsidiary, Asteroid Subsidiary Corporation (collectively, “St. Jude”) would acquire AGA Medical.  On or about October 15, 2010, the defendants caused AGA Medical to enter into an agreement and plan of merger (the “Merger Agreement”) to be acquired by St. Jude in a transaction by means of a cash and stock tender offer (the “Tender Offer”) and second-step merger valued at approximately $1.3 billion in the aggregate.  The Tender Offer commenced on October 20, 2010 and expired on November 17, 2010.

Plaintiff alleged the Transaction was the product of a flawed process that resulted from the Board’s failure to maximize shareholder value and deprived AGA Medical’s public shareholders of the ability to participate in the Company’s long-term prospects.  Additionally, plaintiff alleged that defendants’ attempted to obtain shareholder approval of the Transaction through materially incomplete and misleading disclosures contained in the Solicitation/Registration Statement filed by AGA Medical with the United States Securities and Exchange Commission (“SEC”) on Form SC 14D-9 on October 20, 2010 (the “Solicitation Statement”) and St. Jude’s Registration Statement filed with the SEC on Form S-4 on October 20, 2010 (the “S-4”).  Plaintiff sought enjoinment of the Transaction or, alternatively, rescission of the Transaction in the event defendants were able to consummate it.

Rigrodsky & Long, P.A. was successful in obtaining expedited discovery and as a result of plaintiff’s efforts, Rigrodsky & Long, P.A. was able to negotiate an extension of time wherein AGA Medical shareholders could submit a written demand for an appraisal, pursuant to 8 Del. C. § 262(d), by an additional (15) fifteen days.  Moreover, Rigrodsky & Long, P.A. was successful in securing additional disclosures from the defendants that AGA Medical released to the public via an amended 14D-9 filed with the SEC on November 8, 2010 and via an amended S-4 filed with the SEC by St. Jude on November 9, 2010.

Among other things, the additional disclosures placed additional information regarding the sale process leading up to the Transaction and additional information regarding the various analyses performed by AGA Medical’s financial advisor, Piper Jaffray & Co. (“Piper Jaffray”), in arriving at its opinion as to the fairness, from a financial point of view, of the consideration offered to shareholders in the Transaction into Company shareholders’ hands.  These disclosures included additional detail regarding Piper Jaffray’s Selected Companies Analysis, Selected Financial Profile Public Companies used in its analyses, Selected M&A Transaction Analysis, Selected Vascular M&A Transactions used its analyses, Selected Financial Profile M&A Transactions used its analyses, Premiums Paid Analysis, and its Discounted Cash Flow Analysis.