July 23, 2015
St. Jude Medical and Thoratec have announced that the Boards of Directors of both companies have unanimously approved a definitive agreement under which St. Jude Medical will acquire all of the outstanding shares of Thoratec for $63.50 per share in a cash transaction valued at approximately $3.4 billion, net of cash acquired. The all-cash transaction represents a premium of 40.1 percent compared to $45.34, Thoratec's volume-weighted average trading price for the 30 trading day period ending July 17, 2015, and a 35.4 percent premium to the closing price on Thoratec's last unaffected trading date on July 17, 2015 of $46.89. The transaction is expected to be completed in the fourth quarter of 2015.
Latham & Watkins LLP represents Thoratec in the transaction with a corporate deal team led by Orange County/New York partner Charles Ruck, Silicon Valley partner Tad Freese and Orange County partner Michael Treska, with Silicon Valley associates Mark Bekheit, Albert Yeh and Kevin Tsai. Advice is also being provided on finance matters by New York partner David Teh; on benefits and compensation matters by Silicon Valley partner James Metz with associate Ashley Wagner; on intellectual property matters by Silicon Valley partner Anthony Klein with associate Isabel Chon; on antitrust matters by San Francisco partner Hanno Kaiser with associate Andrea Cheuk; on regulatory matters by Washington, D.C. partner Carolyne Hathaway with associate Elizabeth Richards; and on tax matters by San Francisco partner Grace Chen with associate Jessica Chen.