St. Jude Medical, Inc. and Advanced Neuromodulation Systems, Inc. have entered a definitive agreement whereby St. Jude Medical will acquire ANS for $61.25 per ANS share in cash, for a total of approximately $1.3 billion. Following the close of the transaction, ANS will become a newly created division of St. Jude Medical.

Under the terms of the agreement, St. Jude Medical will commence a tender offer for all of the outstanding shares of ANS common stock no later than Tuesday, October 25, 2005. St. Jude Medical expects the transaction to close by the end of the year, stated a release here.

ANS is one of the technology leaders in the estimated $1-billion neuromodulation medical device market and holds a strong No. 2 market share position in the spinal cord stimulation segment. Neuromodulation is the delivery of very small, precise doses of electricity or drugs directly to nerve sites and is aimed at treating patients suffering from chronic pain or other disabling nervous system disorders. ANS also has clinical trials underway for new indications to address the expanding markets for Parkinson's disease and essential tremor. The neuromodulation market has experienced historical growth of over 20 per cent during the last several years with continued robust growth expected.

"This is a compelling strategic opportunity for St. Jude Medical and is consistent with our efforts to create additional long-term growth drivers that diversify our business mix and deliver value to our shareholders while benefiting patients and physicians around the world," said St. Jude Medical chairman, president and chief executive officer Daniel J. Starks. "We have long respected the ANS team and what they have accomplished. The ANS culture and dedication to improving the quality of lives for patients are aligned with our own. We welcome ANS's employees to St. Jude Medical and expect them to be an important part of our continued success," he added.

Chavez and the executive management team are expected to remain with the combined company and Chavez will be President of the ANS Division. ANS will remain headquartered in Plano, Texas.

ANS offers a full array of implantable spinal cord stimulation (SCS) devices, including rechargeable implantable pulse generators (IPGs), conventional battery powered IPGs and radio frequency stimulators. ANS also offers a wide range of lead systems and device programmers targeted toward clinicians and patients. The recent introduction of the Eon Neurostimulation System, ANS's rechargeable IPG, has been well received in the market.