A Medical Device Daily

ev3 (Plymouth, Minnesota), a company focused on catheter-based technologies for the endovascular treatment of vascular diseases and disorders, reported that it has priced its previously disclosed secondary offering at $19 per share (Medical Device Daily, April 4, 2007). A total of 6.25 million common shares are being sold by Warburg Pincus and The Vertical Group with an additional 2.5 million common shares being offered by the company. Warburg Pincus has granted the underwriters an option to purchase up to an additional 1,312,500 shares of common stock to cover any over-allotments. ev3 stands to raise up to $47.5 million before expenses through the offering.

The company said it intends to use the net proceeds from the common stock it is selling for working capital and general corporate purposes. It will not receive any of the net proceeds from the sale of common stock by the selling shareholders.

The joint book-running managers for the offering are Banc of America Securities, Piper Jaffray & Co. and J.P. Morgan Securities, with Bear, Stearns & Co. and Thomas Weisel Partners acting as co- managers.

The underwriters of the offering will be Banc of America Securities, Piper Jaffray & Co. and J.P. Morgan Securities acting as joint book- running managers, with Bear, Stearns & Co. and Thomas Weisel Partners acting as co-managers.

St. Jude Medical (St Paul, Minnesota) reported the pricing of $1.2 billion in aggregate principal amount of its convertible senior debentures due December 2008 in a private offering to qualified institutional buyers pursuant. The debentures will pay interest semi-annually at a rate of 1.22% per annum. The debentures are convertible in certain circumstances into cash up to the principal amount, based on a conversion rate of 19.2101 shares of common stock per $1,000 principal amount of the debentures. This represents an initial conversion price of about $52.06 per share, representing a 20% conversion premium based on the closing price of $43.38 per share of the company's common stock on April 19, the day the offering was first disclosed (MDD, April 20, 2007).

Any conversion value above the principal amount will be convertible into cash, shares of common stock or a combination of cash and shares at the company's election. The initial purchaser exercised its option to purchase $200 million aggregate principal amount of debentures to cover over-allotments. The $1.2 billion of debentures includes the over-allotment option.

The company said it intends to use a portion of the net proceeds of the offering to repay indebtedness under its current interim liquidity facility and commercial paper program used to finance the previously reported $700 million of share repurchases which were completed in February 2007. Additionally, the company intends to use a portion of the net proceeds of the offering to repurchase about $300 million of its common stock through private block trades.