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ST. JUDE MEDICAL, INC. AND ELECTROMEDICS, INC. SIGN MERGER AGREEMENT

 ST. PAUL, Minn., Dec. 7 /PRNewswire/ -- St. Jude Medical, Inc. (NASDAQ-NMS: STJM) and Electromedics, Inc. (NASDAQ-NMS: ELMD) today announced that they have executed a plan of merger for St. Jude Medical to purchase all of the outstanding stock of Electromedics. The purchase price of approximately $90 million will consist of a combination of cash and St. Jude Medical, Inc. common stock. Electromedics shares will be exchangeable for either cash of $6.375 per share or shares of St. Jude Medical common stock at the rate of .2287 shares for each share of Electromedics common stock. Electromedics shareholders will have the right to convert their shares to cash, St. Jude Medical common stock or a combination thereof, subject to proration. The stock portion of the transaction is expected to be completed on a tax-deferred basis.
 Electromedics, headquartered in Englewood, Colo., designs, manufactures and markets blood management and blood conservation equipment and related disposable devices for use in cardiovascular and other high blood-loss surgeries. Approximately two-thirds of Electromedics' sales come from autologous blood transfusion (autotransfusion) equipment and related disposable devices. Autotransfusion involves the collection of a patient's own blood before, during and after surgery for cleansing and reinfusion to the patient. The balance of Electromedics' business is a line of open heart surgery disposable products.
 F. James Lynch, Electromedics' chairman and president stated, "We are pleased to be merging with a company of St. Jude Medical's caliber. Clearly St. Jude's worldwide reputation for products of the highest quality, as well as its strong financial position, will be very beneficial to Electromedics as it strives to bring new products to market and to further penetrate the worldwide open heart surgery and blood processing/handling markets."
 Ronald A. Matricaria, St. Jude Medical's president and chief executive officer, remarked, "Electromedics will provide us a significantly increased presence in the open heart equipment and disposables market which totals approximately $850 million on a worldwide basis. Electromedics' products fit well with our existing cardiac assist product offerings and the combination of the two companies will result in a business unit with a greater critical mass and a pipeline of new products. There are tremendous opportunities for growth in this business, especially in the international markets."
 Matricaria added, "Because of the opportunistic nature of the Electromedics transaction, it preceded the completion of the St. Jude Medical strategic diversification plan. Upon completion of this plan, we will be in a position to move forward to acquire other high quality medical device companies which can strengthen our position in the industry and create additional long-term value for our shareholders."
 St. Jude Medical, Inc. is a multinational manufacturer and marketer of the world's leading mechanical heart valve. With over 495,000 heart valve implantations, St. Jude Medical serves physicians worldwide with the highest quality products for cardiovascular care.
 -0- 12/7/93
 /CONTACT: Paul Vetter, assistant treasurer, 612-481-7791; or Steve Wilson, vice president of finance & CFO, 612-481-7542, St. Jude Medical/
 (STJM ELMD)


CO: St. Jude Medical, Inc.; Electromedics, Inc. ST: Minnesota IN: HEA SU: TNM

CP-DB -- MN004 -- 1199 12/07/93 10:26 EST
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Publication:PR Newswire
Date:Dec 7, 1993
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