Investigation Overview
In response to the buyout offer by St. Jude Medical to take over AGA Medical Holdings at $20.80 per share investigations on behalf of investors of Aga Medical Holdings, Inc (NASDAQ:AGAM) over possible breaches of fiduciary duties were announced.
The investigations by law firms concern whether St. Jude Medical, AGA Medical Holdings, Inc and its Board breached their fiduciary duties owed to Aga Medical (NASDAQ:AGAM) investors in connection with the proposed takeover.
On Monday, Oct 18, 2010, AGA Medical Holdings (AGAM) and St. Jude Medical announced that the Boards of Directors of both companies have approved an agreement under which St. Jude Medical will acquire all of the outstanding shares of AGA Medical for $20.80 per share in a cash and stock transaction valued at approximately $1.3 billion, including the assumption of approximately $225 million in outstanding debt.
Shares of Aga Medical Holdings, Inc (NASDAQ: AGAM) traded at about $15 per share before the announcement and jumped to $20.68 per share after the takeover was announced. AGAM shares traded at almost $18 in April 2010.
But the investigations by law firms concern whether a sale process and the offered price are unfair to the shareholders of Aga Medical Holdings, Inc (NASDAQ:AGAM).
certain major shareholders affiliated with Welsh Carson Anderson & Stowe, holding approximately 44 percent of AGA Medicals outstanding common stock and AGA Medicals co-founder Franck Gougeon, holding approximately 19 percent of AGA Medicals outstanding common stock, have confirmed their intention to tender all of their shares into the offer.
In addition Aga Medical Holdings 12months total revenue went from $127.53million in 2006 to $198.71million in 2009.
Therefore investigations concern whether the Aga Medical Holdings Board of Directors undertook an adequate and fair sales process to obtain fair consideration for all shareholders of Aga Medical Holdings, Inc (NASDAQ:AGAM) and breached their fiduciary duties to Aga Medical (AGAM) shareholder by failing to adequately shop the Company before entering into the proposed transaction with St. Jude Medical.