SC TO-T/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the
Securities Exchange Act of 1934

(Amendment No. 1)

AGA Medical Holdings, Inc.

(Name of Subject Company (Issuer))

Asteroid Subsidiary Corporation

an indirect wholly-owned subsidiary of

St. Jude Medical, Inc.

(Names of Filing Persons (Offerors))

Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)

008368102
(CUSIP Number of Class of Securities)

Pamela S. Krop
Vice President, General Counsel and Secretary

St. Jude Medical, Inc.

One St. Jude Medical Drive

St. Paul, Minnesota 55117

(651) 765-2000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Joseph M. Barbeau
Stewart L. McDowell
Gibson, Dunn & Crutcher LLP
1881 Page Mill Road
Palo Alto, California  94303-1125
(650) 849-5333

Calculation of Filing Fee

Transaction Valuation*		Amount of Filing Fee**
$	793,974,436.22	$	56,610.38***

*       Estimated for purposes of calculating the amount of the filing fee only, in accordance with Rule 0-11(a)(4) and 0-11(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The market value of the securities to be received was calculated as the product of (i) 53,755,886 shares of AGA Medical Holdings, Inc. (“AGA”) common stock (the number of issued and outstanding shares of AGA common stock as of October 13, 2010, plus the aggregate number of AGA shares issuable upon exercise of all outstanding options and restricted stock units, as of such date) and (ii) $14.77, the average of the high and low sales prices per share of AGA common stock as reported on the NASDAQ Global Select Market on October 15, 2010.

**      The amount of the filing fee was calculated in accordance with Rule 0-11(d) of the Exchange Act by multiplying the transaction valuation by 0.00007130.

***    Previously paid.

x       Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $18,038         Filing Party: St. Jude Medical, Inc.

Form or Registration No.: Form S-4              Date Filed: October 20, 2010

oCheck the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

xthird-party tender offer subject to Rule 14d-1.

oissuer tender offer subject to Rule 13e-4.

ogoing-private transaction subject to Rule 13e-3.

oamendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

oRule 13e—4(i) (Cross-Border Issuer Tender Offer)

oRule 14d—1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO, filed with the U.S. Securities and Exchange Commission (“SEC”) on October 20, 2010 (which, together with any amendments and supplements thereto, collectively constitute the “Schedule TO”) by St. Jude Medical, Inc., a Minnesota corporation (“St. Jude Medical”), and Asteroid Subsidiary Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of St. Jude Medical (“Offeror”), relating to the commencement of an offer (the “Offer”) by St. Jude Medical, through Offeror, to exchange outstanding shares of common stock, par value $0.01 per share, of AGA Medical Holdings, Inc., a Delaware corporation (“AGA”), at the election of the holder thereof, for: (a) $20.80 in cash, without interest, or (b) $20.80 in fair market value of shares of common stock, $.10 par value per share, of St. Jude Medical (“St. Jude Medical Common Stock”), subject in each case, to adjustment and proration as described in the Prospectus/Offer to Exchange (as defined below) referenced below and the related Letter of Election and Transmittal (as defined below) referenced below.

St. Jude Medical has filed with the SEC a registration statement on Form S-4, as amended (the “Registration Statement”), relating to the shares of St. Jude Medical Common Stock to be issued to stockholders of AGA in the Offer and the subsequent merger (the “Merger”) of Offeror into AGA. The terms and conditions of the Offer and the Merger (as may from time to time be amended, supplemented or finalized) are described in the Prospectus/Offer to Exchange which is a part of the Registration Statement (the “Prospectus/Offer to Exchange”), and the related Letter of Election and Transmittal, as amended (the “Letter of Election and Transmittal”), which are filed as Exhibits (a)(4) and (a)(1)(A) to the Schedule TO respectively.

All of the information in the Prospectus/Offer to Exchange and the related Letter of Election and Transmittal, and any Prospectus/Offer to Exchange supplement or other amendment thereto related to the Offer hereafter filed with the SEC by St. Jude Medical and Offeror, is hereby incorporated by reference in answer to Items 1 through 11 of this Schedule TO.

This Amendment No. 1 is being filed to amend and supplement Items 11 and 12 as reflected below.

ITEM 11.ADDITIONAL INFORMATION.

Regulation M-A Item 1011

(a) Agreements, Regulatory Requirements and Legal Proceedings. Item 11(a) of the Schedule TO is hereby amended by striking the words “Not applicable.” after sub-section (a)(5) and inserting the following paragraphs in lieu thereof:

On October 27, 2010, AGA was served with a putative stockholder class action complaint venued in the Fourth Judicial District Court of Minnesota. The complaint, captioned Michael Rubin v. AGA Medical Holdings, Inc., et al., names as defendants the members of the AGA board of directors, as well as AGA, St. Jude Medical, Offeror, Welsh, Carson, Anderson & Stowe IX, L.P., WCAS Capital Partners IV, L.P., Gougeon Shares, LLC and The Franck L. Gougeon Revocable Trust. The plaintiff alleges that AGA’s directors breached their fiduciary duties to AGA’s stockholders. The complaint also alleges that AGA’s purported controlling stockholders owed fiduciary duties to AGA’s minority stockholders in connection with the transaction and breached such duties. The plaintiff further claims that St. Jude Medical and its subsidiaries aided and abetted the purported breaches of fiduciary duty. The complaint alleges, inter alia, that in approving the proposed transaction between AGA and St. Jude Medical, AGA board members accepted an inadequate price, failed to make full disclosure, and utilized unreasonable deal protection devices and that the AGA board members acted to put their personal interests ahead of the interests of AGA stockholders. The complaint seeks injunctive relief, including to enjoin the transaction, in addition to unspecified compensatory damages, attorneys’ fees, other fees and costs and other relief. AGA believes the plaintiff’s allegations lack merit. The foregoing description is qualified in its entirety by reference to the complaint, which is filed as Exhibit (a)(5)(D) hereto and is incorporated herein by reference.

On October 28, 2010, a putative stockholder class action complaint was filed in the Delaware Court of Chancery. The complaint, captioned Jennifer Walling v. AGA Medical Holdings, Inc., et al., names as defendants the members of AGA’s board of directors, as well as AGA, AGA, St. Jude Medical and Offeror. The plaintiff alleges that AGA’s directors breached their fiduciary duties to AGA’s stockholders and further alleges that AGA and St. Jude Medical aided and abetted the purported breaches of fiduciary duty. The complaint alleges, inter alia, that in approving the proposed transaction between AGA and St. Jude Medical, AGA board members accepted an inadequate price, failed to make full disclosure, and utilized unreasonable deal protection devices and that the AGA board members acted to put their personal interests ahead of the interests of AGA stockholders. The complaint seeks injunctive relief, including to enjoin the transaction, in addition to unspecified compensatory damages, attorneys’ fees, other fees and costs and other relief. AGA believes the plaintiff’s allegations lack merit. The foregoing description is qualified in its entirety by reference to the complaint, which is filed as Exhibit (a)(5)(E) hereto and is incorporated herein by reference.

ITEM 12.EXHIBITS.

Item 12 of the Schedule TO is hereby amended and supplemented to include the following exhibits:

Exhibit No.
(a)(5)(D)	Class Action Complaint commenced October 27, 2010 (Rubin v. AGA Medical Holdings, Inc. et al.)
(a)(5)(E)	Class Action Complaint commenced October 27, 2010 (Walling v. AGA Medical Holdings, Inc. et al.)

2

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

ST. JUDE MEDICAL, INC.
By:	/s/ Pamela S. Krop
Name:	Pamela S. Krop
Title:	Vice President, General Counsel and Secretary
Date:	October 29, 2010
ASTEROID SUBSIDIARY CORPORATION
By:	/s/ Pamela S. Krop
Name:	Pamela S. Krop
Title:	Vice President and Secretary
Date:	October 29, 2010

3

EXHIBIT INDEX

Exhibit No.
(a)(1)(A)	Form of Letter of Election and Transmittal (incorporated by reference to Exhibit 99.1 to St. Jude Medical, Inc’s. Registration Statement on Form S-4 filed on October 20, 2010).*
(a)(1)(B)	Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99.3 to St. Jude Medical, Inc.’s Registration Statement on Form S-4 filed on October 20, 2010).*
(a)(1)(C)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.4 to St. Jude Medical, Inc.’s Registration Statement on Form S-4 filed on October 20, 2010).*
(a)(1)(D)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.5 to St. Jude Medical, Inc.’s Registration Statement on Form S-4 filed on October 20, 2010).*
(a)(4)	Prospectus/Offer to Exchange, dated October 20, 2010 (incorporated by reference to St. Jude Medical, Inc.’s Registration Statement on Form S-4 filed on October 20, 2010).*
(a)(5)(A)	Joint Press Release issued by St. Jude Medical, Inc. and AGA Medical Holdings, Inc., dated October 18, 2010, announcing the execution of the Agreement and Plan of Merger and Reorganization, dated as of October 15, 2010, among St. Jude Medical, Inc., Asteroid Subsidiary Corporation and AGA Medical Holdings, Inc. (incorporated by reference to Exhibit 99.1 to St. Jude Medical, Inc.’s Current Report on Form 8-K filed on October 18, 2010).*
(a)(5)(B)	Letter delivered to employees of AGA Medical Holdings, Inc. (incorporated by reference to AGA Medical Holdings, Inc. Schedule 14D-9 filing on October 18, 2010).*
(a)(5)(C)	Joint Press Release issued by St. Jude Medical, Inc. and AGA Medical Holdings, Inc., dated October 20, 2010, announcing the commencement of the Offer (incorporated by reference to St. Jude Medical, Inc.’s Rule 425 filing on October 20, 2010).*
(a)(5)(D)	Class Action Complaint commenced October 27, 2010 (Rubin v. AGA Medical Holdings, Inc. et al.)
(a)(5)(E)	Class Action Complaint commenced October 27, 2010 (Walling v. AGA Medical Holdings, Inc. et al.)
(d)(1)	Agreement and Plan of Merger and Reorganization, dated as of October 15, 2010, among St. Jude Medical, Inc., Asteroid Subsidiary Corporation and AGA Medical Holdings, Inc. (incorporated by reference to Exhibit 2.1 to St. Jude Medical, Inc.’s Registration Statement on Form S-4 filed on October 20, 2010).*
(d)(2)	Tender and Voting Agreement, dated as of October 15, 2010, among St. Jude Medical, Inc., Welsh, Carson, Anderson & Stowe IX, L.P., WCAS Capital Partners IV, L.P., Gougeon Shares, LLC and The Frank L. Gougeon Revocable Trust (incorporated by reference to Exhibit 99.1 to AGA Medical Holdings, Inc.’s Current Report on Form 8-K filed on October 18, 2010).*
(h)	Opinion of Gibson, Dunn & Crutcher LLP regarding tax matters (incorporated by reference to Exhibit 8.1 to St. Jude Medical, Inc.’s Registration Statement on Form S-4 filed on October 20, 2010).*

* Previously filed.

4

EX-99.(A)(5)(D)

Exhibit (a)(5)(D)

STATE OF MINNESOTA		DISTRICT COURT
COUNTY OF HENNEPIN		FOURTH JUDICIAL DISTRICT
		CASE TYPE: OTHER CIVIL
MICHAEL RUBIN, On Behalf of Himself	)
and All Other Similarly Situated	)
Shareholders of AGA Medical Holdings,	)
Inc.,	)
	)
Plaintiff,	)	Civil Action No.
	)
v.	)
	)
AGA MEDICAL HOLDINGS, INC., ST.	)	CLASS ACTION COMPLAINT
JUDE MEDICAL, INC., ASTEROID	)
SUBSIDIARY CORPORATION, WELSH,	)
CARSON, ANDERSON & STOWE IX,	)
L.P., WCAS CAPITAL PARTNERS IV,	)
L.P., GOUGEON SHARES, LLC, THE	)	JURY TRIAL DEMANDED
FRANCK L. GOUGEON REVOCABLE	)
TRUST UNDER AGREEMENT DATED	)
JUNE 28, 2006, AS AMENDED ON	)
APRIL 17, 2008, TOMMY G.	)
THOMPSON, FRANCK L. GOUGEON,	)
JACK P. HELMS, DANIEL A. PELAK,	)
PAUL B. QUEALLY, TERRY A.	)
RAPPUHN, DARRELL J. TAMOSUINAS	)
and SEAN M. TRAYNOR,	)
	)
Defendants.	)
	)

Plaintiff, based upon the investigation made by and through his attorneys, alleges the following:

NATURE OF THE ACTION

1.             Plaintiff brings this class action on behalf of himself and all other public stockholders of defendant AGA Medical Holdings, Inc. (“AGA” or the “Company”), who have been damaged by the breaches of fiduciary duties owed to them by the members of the AGA

1

Board of Directors and certain officers of the Company (the “Individual Defendants”) identified below and by the aiding and abetting thereof by St. Jude Medical, Inc. (“St. Jude” or the “Parent”) and its subsidiaries.

2.             On October 18, 2010, AGA and St. Jude announced that St. Jude, together with its indirect wholly-owned subsidiary, Asteroid Subsidiary Corporation (“Asteroid”), entered into an Agreement and Plan of Merger and Reorganization date October 15, 2010 (the “Merger Agreement”) with AGA, after approval by the Boards of Directors of both companies, providing that St. Jude will acquire all of the outstanding shares of AGA (the “Tender Offer”) for $20.80 per share (the “Offer Price”) in a cash and stock transaction valued at approximately $1.3 billion, including the assumption of approximately $225 million in outstanding debt (the “Merger,” together with the Tender Offer, the “Proposed Transaction”). The press release stated that the Proposed Transaction is subject to the tender of a majority of the outstanding shares of AGA common stock in the Tender Offer.

3.             Simultaneously, St. Jude disclosed that it also entered into a Tender and Voting Agreement (the “T&V”) with defendants Welsh Carson, Anderson & Stowe IX, L.P. (“WCAS IX”), WCAS Capital Partners IV, L.P. (“WCAS Capital”), Gougeon Shares, LLC (“Gougeon Shares”) and The Franck L. Gougeon Revocable Trust Under Agreement Dated June 28, 2006, as amended on April 17, 2008 (“Gougeon Trust”) (collectively referred to as the “Controlling Stockholders”), whereby the latter agreed to tender all of their AGA shares into the Tender Offer. Because the Controlling Shareholders collectively own more than 60% of the Company’s outstanding shares, it is a foregone conclusion that the public shareholders of AGA will be stripped of their AGA ownership interest for the inadequate consideration offered in the Proposed Transaction.

2

THE PARTIES

4.             Plaintiff Michael Rubin is, and was, at all times relevant hereto, a holder of AGA common stock.

5.             Defendant AGA is a corporation organized under the laws of the State of Delaware with its principal executive offices located at 5050 Nathan Lane North, Plymouth, MN 55442. According to its recent press release announcing the Merger Agreement, the Company is a global innovator and manufacturer of a comprehensive line of devices used to treat structural heart defects and vascular abnormalities through minimally invasive transcatheter treatments. AGA trades on the NASDAQ stock exchange under the symbol “AGAM.” As of the close of business on October 13, 2010, there were 50,268,924 shares of the Company’s stock issued and outstanding, as well as 4,895,104 shares reserved pursuant to the Company’s employee stock plans.

6.             Defendant St. Jude is a corporation organized under the laws of the State of Minnesota, with its principal executive offices located at One St. Jude Medical Drive, St. Paul, MN 55117. St. Jude develops medical technology and services for those treating cardiac, neurological and chronic pain patients worldwide. St. Jude has four major areas of focus: cardiac rhythm management, atrial fibrillation, cardiovascular and neuromodulation. St. Jude trades on the NYSE under the symbol “STJ.”

7.             Defendant Asteroid is a corporation organized under the laws of the State of Delaware and an indirect wholly owned subsidiary of St. Jude.

3

8.             Defendant WCAS IX is a Delaware limited partnership and equity fund overseen by the investment firm Welsh, Carson, Anderson & Stowe (“WCAS”), which manages $20 billion in capital and a portfolio of over 30 companies. According to the T&V, WCAS IX beneficially owns 21,513,988 shares of Company stock.

9.             Defendant WCAS Capital is a Delaware limited partnership and dedicated subordinated debt fund overseen by WCAS. According to the T&V, WCAS Capital beneficially owns 1,210,197 shares of Company stock.

10.           Defendant Gougeon Shares is identified in AGA’s public filings as a Minnesota limited liability company. According to the T&V, Gougeon Shares beneficially owns 932,883 shares of Company stock. Franck L. Gougeon is the beneficial owner of the Gougeon Shares through his ownership and/or control of the entity.

11.           Defendant Gougeon Trust is a trust controlled by Franck L. Gougeon. According to the T&V, the Gougeon Trust beneficially owns 9,151,439 shares of Company stock.

12.           Defendant Tommy G. Thompson (“Thompson”) is the Chairman of the Board of the Company and has been a member of AGA’s Board of Directors (the “Board”) since August 2005. Thompson is a member of the Company’s compensation committee.

13.           Defendant Franck L. Gougeon (“Gougeon”) is the co-founder of AGA and has served as a director since the Company’s inception in 2003. Gougeon serves as chairman of the Company’s corporate development committee. Gougeon, by virtue of his own account and the additional accounts that he controls, is a controlling stockholder of AGA. Gougeon was selected to serve on the Board of the merged company.

4

14.           Defendant Jack P. Helms (“Helms”) is a director of AGA since October 26, 2009. Helms was elected to the Board as a nominee of the Gougeon Stockholders pursuant to a stockholder agreement between the Gougeon Stockholders and the WCAS Stockholders.

15.           Defendant Daniel A. Pelak (“Pelak”) is a director of AGA since 2006. Pelak is a Senior Advisor to WCAS since November 2008. Pelak serves on the Board of AGA as a nominee of WCAS pursuant to a stockholder agreement between WCAS and the Gougeon Stockholders.

16.           Defendant Paul B. Queally (“Queally”) is a director of AGA since July 2005. He is a member of the Company’s compensation committee. Queally is Co-President of WCAS. Queally was elected to the Board of AGA pursuant to a stockholder agreement between WCAS and the Gougeon Stockholders.

17.           Entities and individuals affiliated with WCAS are controlling stockholders of AGA.

18.           Defendant Terry A. Rappuhn (“Rappuhn”) is a director of AGA since May 2006 and chairman of the Company’s audit committee.

19.           Defendant Darrell J. Tamosuinas (“Tamosuinas”) is a director of AGA since 2006 and a member of the Company’s audit committee. Tamosuinas was elected to the Board as a nominee of the Gougeon Stockholders under the stockholder agreement between the Gougeon Stockholders and WCAS.

20.           Defendant Sean M. Traynor (“Traynor”) is a director of AGA since 2005 and a member of the Company’s audit committee.

21.           The AGA directors identified above are referred to herein as the “Individual Defendants.” The Individual Defendants, AGA, St. Jude, Asteroid, WCAS IX, WCAS Capital,

5

Gougeon Shares and Gougeon Trust are collectively referred to herein as “the Defendants.”

22.           Each of the Individual Defendants owes AGA’s public shareholders the highest duty of loyalty, honesty and care in conducting its affairs in a lawful manner. Each is required to consider its own interests subservient those of the public shareholders if and when a conflict arises between them. Furthermore, each has a duty to protect the Company and its public shareholders from persons or events that could violate or threaten to violate the shareholders’ rights. The Individual Defendants breached their fiduciary duties to AGA’s public shareholders by causing or participating in the wrongful acts described herein.

23.           Each of the Individual Defendants, by reason of his management position and/or membership on AGA’s Board, is a controlling person of AGA and has the power and influence, and exercised the same, to cause AGA to engage in the wrongful practices complained of herein.

24.           By reason of the positions which they occupy, the Individual Defendants are in possession of information concerning the financial condition and prospects of the Company, and especially the true value of the Company and its assets, which they have not adequately disclosed to AGA’s public stockholders.

25.           In addition, as a result of the wrongful conduct complained of herein, the Individual Defendants have and continue to breach their fiduciary duties of candor, care, loyalty, good faith and fair dealing.

CLASS ACTION ALLEGATIONS

26.           Plaintiff brings this action pursuant to Rules 23 of the Minnesota Rules of Civil Procedure on behalf of himself and all other shareholders of the Company (except the Defendants herein and any persons, firm, trust, corporation, or other entity related to or affiliated

6

with them and their successors in interest), who are injured or are threatened with injury arising from Defendants’ actions (the “Class”).

27.          This action is properly maintainable as a class action for the following reasons:

(a)           The Class is so numerous that joinder of all members is impracticable. As of October 13, 2010, there are more than 50 million issued and outstanding shares of AGA common stock. Upon information and belief, AGA common stock is owned by hundreds or thousands of shareholders of record nationwide.

(b)         Plaintiff is committed to prosecuting this action and has retained competent counsel, experienced in litigation of this nature. Plaintiff’s claims are typical of the claims of the other members of the Class and Plaintiff has the same interests as the other members of the Class. Plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the Class.

(c)          The prosecution of separate actions by individual members of the Class would create the risk of inconsistent or varying adjudications with respect to individual members of the Class, which would establish incompatible standards of conduct for Defendants, or adjudications with respect to individual members of the Class that would, as a practical matter, be dispositive of the interests of the other members not parties to the adjudications or substantially impede their ability to protect their interests.

(d)         To the extent Defendants take further steps to effectuate the Proposed Transaction, preliminary and final injunctive relief on behalf of the Class as a whole will be entirely appropriate because Defendants have acted, or refused to act, on grounds generally applicable to the Class.

28.           There are questions of law and fact that are common to the Class and that

7

predominate over questions affecting any individual class member. The common questions include, inter alia, the following:

(a)          whether the Defendants acted knowingly or recklessly in disseminating documents which omitted to disclose material facts concerning AGA;

(b)         whether the Individual Defendants breached their fiduciary duties of due care, good faith, and loyalty with respect to Plaintiff and the other members of the Class as a result of the conduct alleged herein;

(c)          whether the process implemented and set forth by the Defendants for the Proposed Transaction, including but not limited to, the Merger Agreement, the tender offer, the negotiations concerning the Merger Agreement and the Tender Offer, and the shareholder approval process provided for through the Merger Agreement, is entirely fair to the members of the Class;

(d)         whether St. Jude and Asteroid aided and abetted the Individual Defendants’ breaches of their fiduciary duties to the Class as a result of the conduct alleged herein;

(e)          whether Plaintiff and the other members of the Class would be irreparably harmed if Defendants are not enjoined from effectuating the Proposed Transaction as a result of the wrongful conduct described herein; and

(f)          whether Plaintiff and the Class are entitled to injunctive relief, damages or other relief.

SUBSTANTIVE ALLEGATIONS

29.           On October 18, 2010, AGA and St. Jude issued a joint press release announcing the Proposed Transaction. It provides in relevant part:

8

ST. PAUL, Minn. and PLYMOUTH, Minn. — Oct. 18, 2010 — St. Jude Medical, Inc. (NYSE: STJ), a global medical device company, and AGA Medical Holdings, Inc. (Nasdaq: AGAM), today announced that the Boards of Directors of both companies have approved a definitive 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. The transaction is expected to be conducted as an exchange offer followed by a merger and to close by the end of the year.

***

Terms of the Agreement

Under the terms of the definitive agreement, AGA Medical shareholders will receive $20.80 for each share of AGA Medical stock they own in the form of cash and/or St. Jude Medical common stock. The split between cash and stock consideration will be 50 percent of each. Holders of AGA Medical stock tendered in the exchange offer may elect to receive cash or shares of St. Jude Medical common stock, subject to proration and adjustment pursuant to the definitive agreement. Under the terms of the agreement, the exchange ratio for the stock component will be determined based on the average closing price of St. Jude Medical common stock over 10 trading days ending two days prior to the close of the exchange offer. Upon consummation of the exchange offer, St. Jude Medical intends to complete a merger in order to acquire all the shares of AGA Medical common stock that remain outstanding after the completion of the exchange offer.

St. Jude Medical intends to commence an exchange offer for all of the outstanding shares of AGA Medical on or around October 20, 2010, which will remain open for at least 20 business days. Major shareholders, including certain shareholders affiliated with Welsh Carson Anderson & Stowe, holding approximately 44 percent of AGA Medical’s outstanding common stock and AGA Medical’s co-founder Franck Gougeon, holding approximately 19 percent of AGA Medical’s outstanding common stock, have confirmed their intention to tender all of their shares into the offer.

St. Jude Medical will use cash on hand to fund the cash portion of the consideration. Except for one-time acquisition-related expenses expected to be recorded in the fourth quarter, this acquisition does not impact St. Jude Medical’s outlook for 2010 consolidated earnings per share. In addition, in connection with this transaction, the St. Jude Medical Board of Directors has approved a stock repurchase authorization of up to $600 million of St. Jude Medical common stock to offset the shares issued in this transaction, subject to market conditions.

The transaction is subject to customary closing conditions and regulatory approvals, as well as the valid tender of a majority of the outstanding shares of AGA Medical common stock in the exchange offer, on a fully-diluted basis. St.

9

Jude Medical expects the transaction to close by the end of the year.

30.           The Proposed Transaction is calculated to benefit St. Jude significantly. The joint press release makes that clear:

The combination of the complementary product lines of St. Jude Medical and AGA Medical will create a clear leader in the structural heart market, making St. Jude Medical the only company with programs across all major categories that include structural heart defects, left atrial appendage occlusion, transcatheter aortic valve implantation and percutaneous mitral valve repair.

The acquisition represents a significant addition to St. Jude Medical’s cardiovascular and atrial fibrillation growth programs, adding to the company’s portfolio a leading position in four new markets — the market for left atrial appendage (LAA) closure, the market for patent foramen ovale (PFO) closure in cryptogenic stroke patients, the market to modify abnormal peripheral vessels with vascular plugs and the market to repair structural heart defects. AGA Medical’s revenue has grown at a compounded annual rate of 19 percent during the period from 2005 to 2009. On a constant currency basis, St. Jude Medical expects AGA Medical to grow its revenue in the low double-digits for 2011, not including the benefits of any possible future product approvals or successful clinical trial outcomes.

31.           The benefits to St. Jude from the Proposed Transaction come at the expense of AGA Medical’s public shareholders. According to Daniel J. Starks (“Starks”), Chairman, President and Chief Executive Officer of St. Jude Medical, “AGA Medical has developed technologies with proven clinical outcomes. It has a strong core business with an enviable pipeline of products and clinical trials.” All of these benefits will be taken from the GA Medical public shareholders at an inadequate price and without full disclosure.

32.           Furthermore, the Proposed Transaction will enable St. Jude Medical to extend its product reach into the following new areas in which AGA Medical is the current industry leader: namely, structural heart defect occluders, a business that stands at the cusp of explosive growth by virtue of the fact that AGA Medical currently has four randomized, prospective clinical trials underway to explore new geographic approvals and expanded indications for products related to

10

this area of expertise; and products using nitinol braiding, which is expected to add significant growth to and extend St. Jude Medical’s vascular closure franchise.

33.           AGA Medical has experienced strong revenue growth with historically strong gross margins. The Proposed Transaction is expected to be accretive to St. Jude’s earnings in 2011 and beyond on a GAAP basis, excluding the increase to cost of goods sold related to the step up in inventory values required under purchase accounting. This accretion to St. Jude is significant and not reflected in the price being paid to AGA’s public shareholders.

AGA’s Deficient Disclosure

34.           AGA fails to disclose whether the Company would be profitable or to what degree it would be profitable as an independent entity. In fact, as set forth herein at ¶¶41-50, AGA is currently very profitable and has begun to realize its huge potential to increase profitability in the future.

35.           The Company purports to rely upon a Fairness Opinion Letter dated October 15, 2010, from Piper Jaffray & Co. (“Piper Jaffray”). However, the Defendants fail to disclose that the Fairness Opinion Letter is fundamentally flawed as a result of the structure and substance of the compensation to be paid to Piper Jaffray for issuing the Fairness Opinion Letter. This is so because a large portion of Piper Jaffray’s compensation is contingent upon consummation of the Offer and the Merger. More specifically, the Company has agreed to pay Piper Jaffray$11.7 million, of which only $1 million was earned upon delivery of its opinion, with the remaining portion to be paid upon consummation of the Offer and the Merger. In addition, Piper Jaffray may seek to provide the Company or St. Jude and its affiliates with investment banking and financial advisory services in the future.

36.           AGA also fails to disclose the identities of any of the other potential bidders,

11

making it impossible for shareholders to determine whether another bidder might make a more suitable combination for the Company.

37.           AGA also fails to disclose a complete list of owners of outstanding Company stock options, restricted stock units, or other rights to purchase or receive shares or similar rights granted under the Company stock plans (“Company Stock Awards”), and fails to disclose the number of shares subject to such Company Stock Award, the name of the plan under which such Company Stock Award was granted, the date of grant, exercise or purchase price, vesting schedule, payment schedule (if different from the vesting schedule) and expiration thereof, and whether (and to what extent) the vesting of such Company Stock Award will be accelerated or otherwise adjusted in connection with the Proposed Transaction.

38.           Moreover, the Company has failed to disclose at least 46 additional and material disclosure schedules required to be disclosed in the Schedule 14D-9 filed with the SEC but not disclosed therein purportedly due to an exception under the Federal securities laws. However, the lack of disclosure inhibits shareholders from making an adequately informed decision regarding whether to tender their shares in the Proposed Transaction and is actually required under state law, which governs the Individual Defendants’ fiduciary duties underlying the claims asserted herein.

The T&V

39.           In conjunction with the Merger Agreement, the Controlling Stockholders entered into the T&V. Pursuant to the T&V, the Controlling Stockholders have committed, inter alia; (i) to tender the Controlling Stockholders’ shares into, and not withdraw said shares from, the Tender Offer; (ii) to vote their shares in favor of the Merger and against any competing acquisition proposal; (iii) to vote their shares in favor of the election of St. Jude’s designees to

12

the Company’s Board of Directors; (iv) not to solicit any competing acquisition proposal; and (v) to waive their rights of appraisal or rights to dissent from the Merger.

40.           Collectively, the Controlling Stockholders hold approximately 65% of all outstanding AGA shares. Thus, a majority of the total number of outstanding shares of Company common stock has already been committed to the Offer, fully satisfying the Minimum Condition provision of the Merger Agreement, without even a single share being tendered from the Company’s public shareholders.

41.           Further, the Merger Agreement permits St. Jude to appoint a majority of the Board, either by expanding the size of the Board or forcing the resignation of current directors, upon satisfaction of the Minimum Condition. Thus, St. Jude will not only become the majority controlling stockholder of AGA as a result of the Proposed Transaction, but it will also gain immediate control of the AGA Board.

Coercive Nature of the Transaction

42.           The Individual Defendants have breached their fiduciary duties to the public shareholders by failing to protect the AGA franchise and failing to protect the interests of the public shareholders from the coercive nature of the Proposed Transaction.

43.           The Proposed Transaction is coercive. Section 4.4 of the Merger Agreement negates a “majority of the minority” requirement for approval of the merger if a shareholder vote should be required. Rather, the Merger Agreement permits St. Jude to unilaterally approve the Merger through a statutory long-form merger by simply voting its own, newly acquired majority stake through the Tender Offer and T&V. St. Jude’s majority stake is guaranteed based on the approximately 65% of shares that the Controlling Stockholders have agreed to tender pursuant to the T&V.

13

44.           In addition, the Defendants seek to circumvent the requirement of a shareholder vote through a “Top-Up Option,” which AGA’s Board granted to Asteroid. Specifically, Section 1.5 of the Merger Agreement provides:

The Company hereby grants to Merger Sub an irrevocable option (the “Top-Up Option”), exercisable upon the terms and conditions of this Section 1.5, to purchase that number of newly- issued Shares (the “Top-Up Shares”) equal to the lowest number of Shares that, when added to the number of Shares held by Parent and Merger Sub at the time of such exercise, shall constitute one share more than 90% of the total Shares then outstanding (determined on a fully diluted basis and assuming the issuance of the Top-Up Shares, but excluding from Merger Sub’s ownership, but not from outstanding Shares, Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee).

45.           Thus, even if the long-form Merger was subject to a “majority of the minority” condition, the Board’s assent to the Top-Up Option virtually assures that the Transaction will be consummated via short-form merger, without the benefit of any shareholder vote. As a result, rather than basing their decision to tender based on the financial merits of the Proposed Transaction, AGA’s public stockholders are artificially coerced to tender their shares into the Tender Offer because no shareholder capable of stopping the Merger would even think of doing so in view of the controlling interest of the Defendants and the virtually assured outcome of the Proposed Transaction.

AGA’s Public Shareholders are Being Unfairly Squeezed Out

46.           The gross inadequacy and unfairness of the Tender Offer is demonstrated by AGA’s strong current business condition and its prospects.

47.           For example, the Company reported the following in a press release announcing its financial results for the first quarter ended March 31, 2010:

14

Net sales for the first quarter of 2010 were $51.3 million, a 15.4% increase over $44.4 million for the first quarter of 2009. On a constant currency basis, net sales grew 11.9% year over year.

John Barr, President and Chief Executive Officer of AGA Medical, commented, “With our first quarter results, we delivered a solid start to 2010. We achieved sales growth across all of our product lines, with particularly impressive performance from our vascular products in all distribution channels.”

“We also continue to make significant progress in our clinical programs. Both receipt of FDA conditional approval to begin our ACP clinical trial in the U.S. and continued strong enrollment trends in our U.S. RESPECT clinical trial, are testaments to the strength of our clinical and regulatory capabilities,” Barr further commented.

Gross margins for the first quarter of 2010 were 85.9% compared to 80.2% in the prior year period.

***

EBITDA (net income/(loss) before interest income, interest expense, provision/(benefit) for income tax, depreciation and amortization), excluding the one-time litigation settlement expense of $31.9 million, was $9.4 million in the first quarter 2010 versus $4.3 million in the prior year period. EBITDA margin, as adjusted for the litigation settlement expense, was 18.4% for the first quarter 2010, compared to 9.6% for the first quarter 2009.

48.           Further, the Company reported the following in a press release announcing its financial results for the second quarter ended June 30, 2010:

Net sales for the second quarter of 2010 were $53.8 million, a 7.6% increase over $50.0 million for the second quarter of 2009. On a constant currency basis, net sales grew 10.0% year over year.

John Barr, President and Chief Executive Officer of AGA Medical, commented, “We achieved another quarter of solid top line growth, despite the significant impact of currency. We also significantly increased net income while continuing to invest in our future by investing in our pipeline programs, which include our clinical trials. Overall, our results clearly demonstrate the strength of our business with strong operating performance and significant cash generation.”

Gross margins for the second quarter of 2010 were 85.5% (85.8% on a constant currency basis) compared to 83.6% in the prior year period.

49.           Moreover, St. Jude’s Starks himself acknowledged AGA’s value in a press release

15

announcing the Proposed Transaction, stating that; “AGA Medical has developed technologies with proven clinical outcomes. It has a strong core business with an enviable pipeline of products and clinical trials. We look forward to AGA Medical employees joining St. Jude Medical and to the further development of these programs.”

50.           Additionally, Starks correctly touted the benefits of the Proposed Transaction in a conference call following the Proposed Transaction:

For those of you who are unfamiliar with AGA Medical, the company generated total revenue in 2009 of $199 million, an increase of 21% over the prior year on a constant currency basis. AGA Medical has a leading share of the $250 million interventional cardiology market to repair congenital heart defects as well as a full pipeline of products directed toward new growth drivers.

***

We expect a strong complement between all of these new growth drivers and St. Jude Medical’s existing cardiovascular programs.

51.           Even industry analysts have taken note of the Proposed Transaction and its abject unfairness to the AGA public shareholders. In particular, they have noted a superior contribution on the part of AGA to St. Jude’s value. Researchers from Morgan Joseph LLC “believe the combination of the two companies is complementary and additive to the SJM structural heart portfolio. AGA Medical is the only manufacturer with occlusion devices approved to close seven different structural heart defects.”

52.           In addition, a William Blair analyst said AGA should complement St. Jude’s existing cardiovascular lineup while creating an opportunity to expand the market for AGA’s products. And analysts surveyed by Thomson Reuters expect AGA to grow sales about 10% this year above last year’s $199 million tally.

53.           Moreover, an analyst price target of $21 per share has been pegged to AGA stock, representing a premium to the Tender Offer price.

16

54.           Despite the obvious upside of the Company’s accretive value to St. Jude in the Proposed Transaction and AGA’s inherent value as a stand alone, going concern, a value exceeding that now being offered to the public AGA shareholders, AGA’s public shareholders are being short changed at $20.80 a share through the Proposed Transaction.

55.           Given the highly coercive nature of the Proposed Transaction, coupled with the omissions of material information crucial for shareholders to make an adequate and informed decision whether to tender their shares in the Proposed Transaction, it is clear that the breaches of fiduciary duties by the Defendants here have led to AGA’s shareholders being force-fed inadequate consideration for their Company stock with no reasonable recourse outside of this litigation.

Termination Fee and No-Shop Provision

56.           Lastly, in addition to the coercive nature and harmful deal protection devices enumerated above, the Merger Agreement imposes a $32 million termination fee on AGA’s public shareholders. This amount in punitive and discourages a competing bidder from making a competitive bid because it makes a competing transaction much more expensive to a potential bidder. Conversely, it is very telling that the Merger Agreement does not require St. Jude to pay a reciprocal termination fee to AGA under any circumstances.

COUNT I

Breach of Fiduciary Duties
Against the Individual Defendants

57.           Plaintiff repeats and realleges each and every allegation set forth herein.

58.           The Individual Defendants have violated the fiduciary duties owed to the public shareholders of AGA and have acted to put their personal interests ahead of the interests of AGA

17

shareholders or acquiesced in those actions by fellow Individual Defendants. The Individual Defendants have failed to take adequate measures to ensure that the interests of AGA’s shareholders are properly protected and have embarked on a process that avoids competitive bidding and provides St. Jude with an unfair advantage by effectively excluding other alternative proposals.

59.           By the acts, transactions, and courses of conduct alleged herein, the Individual Defendants, individually and acting as a part of a common plan, will unfairly deprive Plaintiff and other members of the Class of the true value of their AGA investment. Plaintiff and other members of the Class will suffer irreparable harm unless the actions of these Defendants are enjoined and a fair process is substituted. These harmful acts include, inter alia, failing to disclose material information concerning the Proposed Transaction, agreeing to the Top-Up Option, agreeing to the $32 million termination fee, as well as agreeing to the restrictive no-shop provision contained in the Merger Agreement.

60.           The Individual Defendants have breached their duties of candor, loyalty, entire fairness, good faith, and care by not taking adequate measures to ensure that the interests of AGA’s public shareholders are properly protected from overreaching by St. Jude.

61.           By reason of the foregoing acts, practices, and courses of conduct, the Individual Defendants have failed to exercise due care and diligence in the exercise of their fiduciary obligations toward Plaintiff and the other members of the Class.

62.           As a result of the actions of the Individual Defendants, Plaintiff and the Class have been, and will be, irreparably harmed in that they have not, and will not, receive full and fair value for their ownership interest in AGA’s stock and businesses.

18

63.           Unless enjoined by this Court, the Individual Defendants will continue to breach the fiduciary duties owed to Plaintiff and the Class and may consummate the Proposed Transaction to the disadvantage of the public stockholders, without providing sufficient and material information necessary to enable AGA’s public shareholders to intelligently decide whether to tender or not to tender their shares in the Proposed Transaction.

64.           The Individual Defendants have engaged in self-dealing, have not acted in good faith to Plaintiff and the other members of the Class, and have breached, and are breaching, fiduciary requirements to the members of the Class.

65.           Plaintiff and members of the Class have no adequate remedy at law. Only through the exercise of this Court’s equitable powers can Plaintiff and the Class be fully protected from the immediate and irreparable injury which these actions threaten to inflict.

COUNT II

Claims Against St. Jude and Asteroid for Aiding and
Abetting the Individual Defendants’ Breaches of Fiduciary Duties

66.           Plaintiff repeats and realleges each and every allegation set forth herein.

67.           The Individual Defendants breached their fiduciary duties to the AGA stockholders by the actions alleged above.

68.           Such violations of law and breaches of fiduciary duties could not, and would not, have occurred but for the conduct of St. Jude and Asteroid, which aided and abetted the breaches of the Individual Defendants’ fiduciary duties to Plaintiff and the Class through entering into the Proposed Transaction.

69.           Defendants St. Jude and Asteroid had knowledge that they are and were aiding and abetting the Individual Defendants’ breaches of their fiduciary duties to AGA stockholders.

19

70.           Defendants St. Jude and Asteroid rendered substantial assistance to the Individual Defendants in their breaches of their fiduciary duties to AGA stockholders.

71.           As a result of St. Jude’s and Asteroid’s wrongful conduct, Plaintiff and the other members of the Class have been, and will be, damaged in that they have been, and will be, prevented from obtaining a full and fair price for their AGA shares.

72.           As a result of the unlawful actions of Defendants St. Jude and Asteroid, Plaintiff and the other members of the Class will be irreparably harmed in that they will be prevented from obtaining the full and fair value of their equity ownership in the Company. Unless enjoined by the Court, St. Jude and Asteroid will continue to aid and abet the Individual Defendants’ violations and breaches of their fiduciary duties, and will aid and abet a process that inhibits the maximization of stockholder value and the disclosure of material information.

73.           Plaintiff and the other members of the Class have no adequate remedy at law. Only through the exercise of this Court’s equitable powers can Plaintiff and the Class be fully protected from immediate and irreparable injury which Defendants’ actions threaten to inflict.

COUNT III

Breach of Fiduciary Duty Against WCAS IX,
WCAS Capital, Gougeon Shares and Gougeon Trust

74.           Plaintiff repeats and realleges each and every allegation above as if set forth herein.

75.           At all material times alleged herein, WCAS IX, WCAS Capital, Gougeon Shares and Gougeon Trust collectivelly owned more than 60% of AGA. Additionally, WCAS IX, WCAS Capital, Gougeon Shares and Gougeon Trust designated at least five directors to the AGA Board.

20

76.           As a result, WCAS IX, WCAS Capital, Gougeon Shares and Gougeon Trust dominate and control AGA and exerted actual control over the Proposed Transaction (and its terms) to obtain the resulting benefits, all in an effort to enrich themselves at the expense of the public/minority shareholders of AGA.

77.           As a result of the Controlling Stockholders’ domination and control over AGA and actual control over the Proposed Transaction, the Controlling Stockholders owed Plaintiff and other minority shareholders of AGA the utmost fiduciary duties of due care, good faith and fail dealing, loyalty and candor. The Controlling Stockholders violated those fiduciary duties by, inter alia, setting the terms of the Proposed Transaction without regard to the fairness of the transaction to public shareholders of AGA.

78.           If the Proposed Transaction is consummated, public shareholders of AGA will be deprived of the opportunity for substantial gains which AGA may realize.

79.           As a result of the Controlling Stockholders’ breaches of fiduciary duties, Plaintiff and other members of the Class have been and will be damaged in that they will not receive their fair proportion of the value of AGA’s respective assets and business and will be prevented from obtaining appropriate consideration for their shares of AGA common stock.

80.           Unless enjoined by this Court, the Controlling Stockholders will continue to breach their fiduciary duties owed to Plaintiff and the other members of the Class, and may consummate the Proposed Transaction which will exclude the Class from its fair proportionate share of AGA’s respective valuable assets and business, and/or benefit the Controlling Stockholders in the unfair manner complained of herein, all to the irreparable harm of the Class.

81.           Plaintiff and the Class have no adequate remedy at law. Only through the exercise of this Court’s equitable powers can Plaintiff and the Class be fully protected from the

21

immediate and irreparable injury which the Controlling Stockholders’ actions threaten to inflict.

PRAYER FOR RELIEF

WHEREFORE, Plaintiff demands judgment and preliminary and permanent relief, including injunctive relief, in his favor and in favor of the Class, and against the Defendants as follows:

A.            Certifying this case as a class action, certifying Plaintiff as class representative and his counsel as class counsel;

B.            Declaring that the Defendants herein, and each of them, beached their fiduciary duties to AGA shareholders; preliminarily and permanently enjoining Defendants and all persons acting in concert with them, from proceeding with the Proposed Transaction and consummating or closing same;

C.            Declaring that the conduct of the Individual Defendants in approving the Proposed Transaction constitute a breach of the Individual Defendants’ fiduciary duties;

D.            Preliminarily and permanently enjoining the Individual Defendants from placing their own interests ahead of the interests of the Company and its shareholders;

E.             Preliminarily and permanently enjoining the Individual Defendants from implementing any of the measures set forth above, including but not limited to restrictions on seeking bonafide offers, and payment of the Termination Fee and reimbursement that would inhibit the Individual Defendants’ ability to maximize value for AGA shareholders;

F.             Awarding Plaintiff and the Class appropriate compensatory damages;

G.            Awarding Plaintiff the costs, expenses, and disbursements of this action, including attorneys’ and experts’ fees and, if applicable, prejudgement and post-judgment interest; and

22

H.            Awarding Plaintiff and the Class such other relief as this Court deems just, equitable, and proper.

JURY DEMAND

Plaintiff demands a trial by jury.

Dated: October 26, 2010

/s/ Douglas B Altman

Douglas B Altman, Esq. (13854X)

ALTMAN & IZEK

901 N. 3rd Street # 140

Minneapolis, MN 55401-1169

(612) 335-3700

(612) 335-3701 (Fax)

WEISS & LURIE

Joseph H. Weiss (1544238)

Mark D. Smilow (2580413)

Michael A. Rogovin (4402699)

551 Fifth Avenue

New York, NY 10176

(212) 682-3025

(212) 682-3010 (Fax)

Attorneys for Plaintiff Michael Rubin

ACKNOWLEDGMENT

The undersigned attorney acknowledges the availability of the imposition of sanctions on a party in all pleadings, written motions and papers served on an opposing party pursuant to Minn. Stat. 549.211.

/s/ Douglas B Altman

23

EX-99.(A)(5)(E)

Exhibit 99.(a)(5)(E)

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

JENNIFER WALLING, Individually and On	)
Behalf of All Others Similarly Situated,	)
	)
Plaintiff,	)
	)
v.	)	Civil Action No.
	)
AGA MEDICAL HOLDINGS, INC., TOMMY	)
G. THOMPSON, FRANCK L. GOUGEON,	)
JACK P. HELMS, DANIEL A. PELAK, PAUL	)
B. QUEALLY, TERRY A. RAPPUHN,	)
DARRELL J. TAMOSUINAS, SEAN M.	)
TRAYNOR, ASTEROID SUBSIDIARY	)
CORPORATION, and ST. JUDE MEDICAL,	)
INC.,	)
	)
Defendants.	)

VERIFIED CLASS ACTION COMPLAINT

Plaintiff, by her undersigned attorneys, for her verified class action complaint against defendants, alleges upon personal knowledge with respect to herself, and upon information and belief based upon, inter alia, the investigation of counsel as to all other allegations herein, as follows:

NATURE OF THE ACTION

1.This is a class action on behalf of the public shareholders of AGA Medical Holdings, Inc. (“AGA Medical” or the “Company”) against AGA Medical and its Board of Directors (the “Board” or “Individual Defendants”) to enjoin a proposed transaction announced on October 18, 2010 (the “Proposed Transaction”), pursuant to which St. Jude Medical, Inc. and its indirect, wholly-owned subsidiary, Asteroid Subsidiary Corporation (collectively, “St. Jude”) will acquire AGA Medical. On or about October 15, 2010, the defendants caused AGA Medical to enter into an agreement and plan of merger (the “Merger Agreement”) to be acquired by St. Jude in a transaction by means of a cash and stock tender offer (the “Tender Offer”) and second-

step merger valued at approximately $1.3 billion in the aggregate. The Tender Offer commenced on October 20, 2010 and is currently set to expire on November 17, 2010.

2.The Proposed Transaction is the product of a flawed process that resulted from the Board’s failure to maximize shareholder value and deprived AGA Medical’s public shareholders of the ability to participate in the Company’s long-term prospects. Moreover, the Proposed Transaction is particularly troubling in light of the fact that Individual Defendant and Company Co-Founder, Franck L. Gougeon, who beneficially holds approximately 20% of the Company’s outstanding common stock and Welsh, Carson, Anderson & Stowe (“WCAS”), which beneficially holds approximately 45% of the Company’s outstanding common stock (a combined 65%), have entered into a Tender and Voting Agreement, dated October 15, 2010 (the “Tender and Voting Agreement”) to tender all of their shares into the Tender Offer.

3.The Proposed Transaction will go forward if St. Jude receives the tender of at least a majority of the Company’s shares outstanding (the “Minimum Condition”). The shares subject to the Tender and Voting Agreement are included in the calculation of the Minimum Condition. After satisfying the Minimum Condition, the Merger Agreement permits St. Jude to appoint a majority of the Board, either by expanding the size of the Board or forcing the resignation of current directors. Thus, mere satisfaction of the Minimum Condition and closure of the Tender Offer will result in St. Jude not only becoming the majority controlling stockholder of AGA Medical but also gaining control of the Board.

4.As alleged herein, St. Jude aided and abetted the Individual Defendants’ breaches of fiduciary duty. Plaintiff seeks enjoinment of the Proposed Transaction or, alternatively, rescission of the Proposed Transaction in the event defendants are able to consummate it.

5.Compounding the unfairness of the Proposed Transaction is the defendants’ attempt to obtain shareholder approval of the Proposed Transaction through materially

2

incomplete and misleading disclosures contained in the Solicitation/Registration Statement filed by AGA Medical with the United States Securities and Exchange Commission (“SEC”) on Form SC 14 D 9 on October 20, 2010 (the “Solicitation Statement”) and St. Jude’s Registration Statement filed with the SEC on Form S-4 on October 20, 2010 (the “Registration Statement”).

THE PARTIES

6.Plaintiff is and has been a shareholder of AGA Medical common stock continuously since prior to the wrongs complained of herein.

7.Defendant AGA Medical is a Delaware corporation and maintains its principal executive offices at 5050 Nathan Lane North, Plymouth, Minnesota 55442. Through its subsidiaries, AGA Medical engages in the development, manufacture, and marketing of medical devices for the treatment of structural heart defects and vascular abnormalities primarily in the United States and Europe. The Company provides its structural heart defect products to interventional cardiologists and electro physiologists, and its vascular products to vascular surgeons and interventional radiologists. AGA Medical common stock is traded on the Nasdaq stock exchange under the ticker “AGAM.”

8.Defendant Tommy G. Thompson (“Thompson”) has served as AGA Medical’s Chairman of the Board since 2005. According to the Company’s Annual Proxy Statement filed with the SEC on Form DEF 14 A on April 29, 2010 (the “2010 Proxy”), Thompson is chair of the Company’s Compensation Committee and a member of the Corporate Development Committee.

9.Defendant Franck L. Gougeon (“Gougeon”) co-founded AGA Medical in 1995 and has served as a director of the Company since that time. Gougeon also served as Executive Vice President of AGA Medical from 1995 through October 2002, when he was promoted to President and Chief Executive Officer (“CEO”) of the Company. He served in that capacity until June 2008. According to the 2010 Proxy, Gougeon is chair of the Company’s Corporate

3

Development Committee and is a member of the Compensation Committee. Moreover, Gougeon beneficially owns approximately 20% of the Company’s outstanding common stock and has entered into a Tender and Voting Agreement to tender all of his shares in the Tender Offer. The 2010 Proxy also discloses that on June 30, 2008, AGA Medical entered into a Consulting Agreement with Gougeon, pursuant to which the Company engaged him as a consultant “to (1) represent [the Company] with healthcare professionals and at medical industry conferences, (2) advise [the] Chief Executive Officer and (3) perform such other services as [the Company] may reasonably request from time to time.”

10.Defendant Jack P. Helms (“Helms”) has served as an AGA Medical director since 2009. Helms was elected to the Board as a Gougeon designee pursuant to the Third Amended and Restated Stockholders Agreement, dated October 20, 2009, between WCAS and Gougeon (the “Gougeon/WCAS Stockholders Agreement”).

11.Defendant Daniel A. Pelak (“Pelak”) has served as an AGA Medical director since 2006. Pelak has served as a Senior Advisor to WCAS since November 2008. According to the 2010 Proxy, Pelak serves as a WCAS designee to the Board pursuant to the Gougeon/WCAS Stockholders Agreement.

12.Defendant Paul B. Queally (“Queally”) has served as an AGA Medical director since 2005. Queally has been a general partner at WCAS since January 1996 and a member of its management committee since 2000. Moreover, in October 2007, Queally became Co-President of WCAS. In addition, according to the 2010 Proxy, Queally is a member of the Company’s Compensation Committee.

13.Defendant Terry A. Rappuhn (“Rappuhn”) has served as an AGA Medical director since 2006. According to the 2010 Proxy, Rappuhn is chair of the Company’s Audit Committee.

4

14.Defendant Darrell J. Tamosuinas (“Tamosuinas”) has served as an AGA Medical director since 2005. According to the 2010 Proxy, Pelak serves as a WCAS designee to the Board pursuant to the Gougeon/WCAS Stockholders Agreement. In addition, according to the 2010 Proxy, Tamosuinas is a member of the Company’s Audit Committee.

15.Defendant Sean M. Traynor (“Traynor”) has served as an AGA Medical director since 2005. Traynor has been an investment professional at WCAS since 1999 and is currently a General Partner there, where he focuses on investments in the healthcare industry. According to the 2010 Proxy, Traynor is a member of the Company’s Audit Committee and the Corporate Development Committee.

16.Defendant St. Jude Medical, Inc. is a Minnesota corporation and maintains its principal executive offices at One St. Jude Medical Drive, St. Paul, Minnesota 55117. St. Jude Medical, Inc. develops, manufactures, and distributes cardiovascular and implantable neurostimulation medical devices worldwide. St. Jude Medical, Inc.’s common stock is traded on the New York Stock Exchange (“NYSE”) under the ticker “STJ.”

17.Defendant Asteroid Subsidiary Corporation is a Delaware corporation and is an indirect, wholly-owned subsidiary of St. Jude Medical, Inc. that was formed for the sole purpose of effecting the Proposed Transaction.

18.The defendants identified in paragraphs 8 through 15 are collectively referred to herein as the “Individual Defendants.” By virtue of their positions as directors and/or officers of AGA Medical, the Individual Defendants are in a fiduciary relationship with plaintiff and the other public shareholders of AGA Medical, and owe plaintiff and AGA Medical’s public shareholders the highest obligations of loyalty, good faith, fair dealing, due care, and full and fair disclosure.

19.Each of the Individual Defendants at all times had the power to control and direct

5

AGA Medical to engage in the misconduct alleged herein. The Individual Defendants’ fiduciary obligations required them to act in the best interest of plaintiff and all AGA Medical shareholders.

20.Each of the Individual Defendants owes fiduciary duties of good faith, fair dealing, loyalty, candor, and due care to plaintiff and the other members of the Class. They are acting in concert with one another in violating their fiduciary duties as alleged herein, and, specifically, in connection with the Proposed Transaction.

CLASS ACTION ALLEGATIONS

21.Plaintiff brings this action on her own behalf and as a class action, pursuant to Court of Chancery Rule 23, on behalf of herself and the public shareholders of AGA Medical (the “Class”). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any defendant.

22.This action is properly maintainable as a class action.

23.The Class is so numerous that joinder of all members is impracticable. As of October 13, 2010, there were 50,268,924 shares of AGA Medical common stock outstanding, held by hundreds, if not thousands, of individuals and entities scattered throughout the country.

24.Questions of law and fact are common to the Class, including, among others:

a.Whether defendants have breached their fiduciary duties owed to plaintiff and the Class; and

b.Whether defendants will irreparably harm plaintiffs and the other members of the Class if defendants’ conduct complained of herein continues.

25.Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. Plaintiff’s claims are typical of the claims of the other members of the Class and plaintiff has the same interests as the other members of the Class. Accordingly, plaintiff is an adequate representative of the Class and will fairly and adequately

6

protect the interests of the Class.

26.The prosecution of separate actions by individual members of the Class would create the risk of inconsistent or varying adjudications with respect to individual members of the Class that would establish incompatible standards of conduct for defendants, or adjudications with respect to individual members of the Class that would, as a practical matter, be dispositive of the interests of the other members not parties to the adjudications or substantially impair or impede their ability to protect their interests.

27.Defendants have acted, or refused to act, on grounds generally applicable, and are causing injury to the Class and, therefore, final injunctive relief on behalf of the Class as a whole is appropriate.

SUBSTANTIVE ALLEGATIONS

28.The Individual Defendants entered into the Proposed Transaction to the detriment of the Company’s shareholders. On October 18, 2010, AGA Medical issued a press release wherein it announced the Proposed Transaction. Specifically, AGA Medical announced that the Individual Defendants had unanimously approved the Merger Agreement.

29.St. Jude has agreed to purchase all of the outstanding shares of AGA Medical common stock in the Tender Offer in exchange for cash and stock consideration. Specifically each AGA Medical shareholder who participates in the Tender Offer may elect to receive consideration in the form of $20.80 per share in cash or $20.80 per share in shares of St. Jude based on the average trading price of St. Jude’s shares prior to the closing of the Tender Offer. The exchange ratio for the stock consideration will be determined based on the volume weighted average of the daily closing prices of St. Jude’s shares over the ten trading days ending two trading days prior to the close of the Tender Offer. Pursuant to the Merger Agreement, the terms of the Tender Offer will provide that such elections shall, if necessary, be prorated and adjusted in

7

order to cause 50% of the aggregate consideration paid in the Tender Offer to consist of cash and 50% to consist of St. Jude’s shares.

30.Following completion of the Tender Offer, St. Jude will merge with and into AGA Medical with AGA Medical surviving as a wholly-owned subsidiary of St. Jude, which is then expected to be followed by a second merger between AGA Medical and another wholly-owned subsidiary of St. Jude (the “Mergers”). In the Mergers, Company shares not tendered and accepted in the Tender Offer (other than shares owned directly or indirectly by AGA Medical, St. Jude, or any of their respective subsidiaries, or shares as to which appraisal rights have been perfected in accordance with applicable law), will be converted into the right to receive cash consideration equal to $20.80 per share or a quantity of St. Jude stock that has a fair market value of $20.80 per share based on the average trading price of St. Jude’s stock as described above in paragraph 29. Each AGA Medical shareholder will receive such cash consideration for 50% of its shares and such St. Jude stock for the remaining 50% of the stockholder’s shares, subject to possible adjustment as provided in the Merger Agreement to address certain tax requirements.

31.The Tender Offer commenced on October 20, 2010 and expires at 12: 00 midnight (one minute after 11: 59 p. m.), New York City time, on the evening of Wednesday, November 17, 2010, unless it is extended or terminated in accordance with its terms, until no later than March 1, 2011.

32.The Tender Offer is conditioned upon satisfaction of the Minimum Condition. St. Jude has insured the success of the Tender Offer and the Mergers by entering into the Tender and Voting Agreement. Pursuant to the Tender and Voting Agreement, the Company’s controlling shareholders, including Individual Defendant Gougeon, have pledged to tender approximately 65% of the Company’s shares in the Tender Offer. Accordingly, satisfaction of the Minimum Condition is assured. Moreover, the Merger Agreement contains a “Top-Up

8

Option” provision, which will enable St. Jude to acquire sufficient shares to reach the 90% share ownership threshold necessary to effectuate a “short-form” merger.

33.Even if St. Jude elects to not to exercise the Top-Up Option, it will nonetheless control AGA Medical following completion of the Tender Offer. Pursuant to the Merger Agreement, St. Jude can appoint a majority of the Board, either by expanding the size of the Board or forcing the resignation of current directors. Thus, mere satisfaction of the Minimum Condition and closure of the Tender Offer will result in St. Jude not only becoming the majority controlling stockholder of AGA Medical, but also gaining control of the Board. Moreover, the Merger Agreement provides that following the successful completion of the Tender Offer, St. Jude and the Company can vote their shares in favor of a “long-form” merger, if necessary. Since approval of such long-form merger is not conditioned on St. Jude acquiring a majority of the minority of the Company’s remaining shares not tendered, success of the Mergers is also assured.

34.The Proposed Transaction is the result of an unfair process exacerbated by the unfair terms specified in the Merger Agreement. In violation of their fiduciary duties, the Individual Defendants made no effort to solicit other bidders for the Company at all before agreeing to vote in favor of the Merger Agreement.

35.The Individual Defendants also insured the failure of any post-Merger Agreement market check by agreeing to a “No Solicitation” provision in Section 6.2 of the Merger Agreement that unfairly restricts the Individual Defendants from soliciting alternative proposals by, among other things, constraining its ability to communicate with potential buyers, and in some circumstances, even consider competing proposals. This provision also prohibits the Individual Defendants from initiating contact with possible buyers, even if they believe that communicating with a potential bidder could reasonably lead to a superior offer or an offer more closely aligned with the interests of AGA Medical’s shareholders. Section 6.2 (a) of the Merger

9

Agreement states, in relevant part:

Except as permitted by this Section 6.2, the Company shall not, and shall not permit or authorize any of its Subsidiaries or any director, officer, employee, investment banker, financial advisor, attorney, accountant or other advisor, agent or representative (collectively, “Representatives”) of the Company or any of its Subsidiaries, directly or indirectly, to (i) solicit, initiate, knowingly encourage or knowingly facilitate the submission of any Acquisition Proposal, or any inquiry, proposal or offer that is reasonably likely to lead to any Acquisition Proposal, (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, any Acquisition Proposal or (iii) adopt a resolution or agree to do any of the foregoing. The Company shall, and shall direct each of its Subsidiaries and the Representatives of the Company and its Subsidiaries to, (A) immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal, (B) request the prompt return or destruction of all confidential information previously furnished and (C) not terminate, waive, amend, release or modify any provision of any confidentiality or standstill agreement to which it or any of its Affiliates or Representatives is a party with respect to any Acquisition Proposal, and shall enforce the provisions of any such agreement.

36.The Merger Agreement provides a “fiduciary out” providing that the Individual Defendants can cause AGA Medical to pursue an alternative transaction. Other sections of the Merger Agreement, however, render this “fiduciary out” provision meaningless. For example, Section 6.2 states that AGA Medical must notify St. Jude of any proposals, offers, or any overtures of interest from other potential suitors. Furthermore, Section 6.2 of the Merger Agreement also gives St. Jude a “match right” with respect to any potential “Superior Proposal” that is made to the Company. Section 6.2 (b) of the Merger Agreement states, in relevant part:

[T]he Company may not make an Adverse Recommendation Change or terminate this Agreement in response to a Superior Proposal as referred to above or enter into an Alternative Acquisition Agreement unless (1) the Company promptly notifies Parent in writing at least five Business Days before taking any such action of its intention to do so, and specifying the reasons therefor, including the terms and conditions of, and the identity of any Person making, such Superior Proposal, and contemporaneously furnishing a copy of the relevant Alternative Acquisition Agreement and any other relevant transaction documents (it being understood and agreed that any amendment to the financial terms or any other material term of such Superior Proposal shall require a new written notice by the Company and a single new five Business Day period commencing on the date of such new notice) and (2) prior to the expiration of such five Business Day

10

period, Parent does not make a bona fide proposal to adjust the terms and conditions of this Agreement that the Company Board determines in good faith (after consultation with outside counsel and its financial advisor) would cause such initial Superior Proposal to cease to be a Superior Proposal after giving effect to, among other things, the payment of the Termination Fee or Alternative Termination Fee set forth in Section 8.3; provided further, that the Company Board may not make an Adverse Recommendation Change in response to an Intervening Event as referred to above unless the Company (A) provides Parent with written information describing such Intervening Event in reasonable detail as soon as reasonably practicable after becoming aware of it, (B) keeps Parent reasonably informed of developments with respect to such Intervening Event, (C) notifies Parent in writing at least five Business Days before making an Adverse Recommendation Change with respect to such Intervening Event of its intention to do so and specifying the reasons therefor and (D) prior to the expiration of such five Business Day period, Parent does not make a bona fide proposal that results in the Company Board determining that such action is no longer inconsistent with its fiduciary duties to the stockholders of the Company under applicable Law. During the five Business Day period prior to its effecting an Adverse Recommendation Change or terminating this Agreement or entering into an Alternative Acquisition Agreement as referred to above, the Company shall, and shall cause its financial and legal advisors to, negotiate with Parent in good faith (to the extent Parent seeks to negotiate) regarding any revisions to the terms of the transactions contemplated by this Agreement proposed by Parent. In the event that Parent does make a bona fide proposal to adjust the terms and conditions of this Agreement pursuant to this Section 6.2 (b), that the Company Board determines in good faith (after consultation with outside counsel and its financial advisor) would cause such initial Superior Proposal to cease to be a Superior Proposal after giving effect to, among other things, the payment of the Termination Fee or Alternative Termination Fee set forth in Section 8.3, and the Person making the proposal giving rise to the provisions of this Section 6.2 (b) subsequently materially amends its proposal such that the provisions of the foregoing proviso are triggered again, then the period of Business Days referred to in the proviso above shall be reduced to three Business Days for the second time such provisions are triggered and to two Business Days for each subsequent time that such provisions are triggered again. Notwithstanding anything to the contrary herein, if such provisions are triggered or continuing to be triggered five Business Days prior to the scheduled expiration of the Offer by repeated proposals by Parent to adjust the terms and conditions of this Agreement and repeated adjustments to the proposal from the third Person that triggered the provisions of this Section 6.2, then the Company may make a factually accurate public statement by the Company that describes the status of the process taking place with respect to such bidding. For the avoidance of doubt, prior to making a determination as to whether failure to make an Adverse Recommendation Change or terminate this Agreement pursuant to this Section 6.2 (b) or enter into an Alterative Acquisition Agreement would be inconsistent with its fiduciary duties to the Shareholders under applicable Law, the Company Board shall take into account any bona fide adjustments to the terms of this Agreement that are offered by Parent pursuant to this Section 6.2 (b).

11

37.In addition, Section 8.6 of the Merger Agreement permits St. Jude to continue the Tender Offer even if the Individual Defendants decide, in compliance with the Merger Agreement, to withdraw their support for the Proposed Transaction. In such an event, the Tender and Voting Agreement still apply to 30% of the outstanding shares. Accordingly, even where a superior transaction is available and supported by the Individual Defendants, the threshold for St. Jude to acquire control over the Company has been unfairly lowered. Thus, the coercive nature of the Proposed Transaction is evident: plaintiff and members of the putative class are being made to understand that St. Jude will acquire the Company regardless of what the Individual Defendants do.

38.Further locking control of the Company up in favor of St. Jude is Section 8.3 of the Merger Agreement which contains a “Termination Fee” of $32,475,000. This Termination Fee is payable if, among other things, the Individual Defendants cause the Company to terminate the Merger Agreement pursuant to the lawful exercise of their fiduciary duties.

39.These acts, combined with other defensive measures the Company has in place, effectively preclude any other bidders that might be interested in paying more than St. Jude for the Company from taking their bids directly to the Company’s owners - its shareholders - and allowing those shareholders to decide for themselves whether they would prefer higher offers to the Proposed Transaction.

40.The consideration to be paid to plaintiff and the Class in the Proposed Transaction is unfair and grossly inadequate because, among other things, the intrinsic value of AGA Medical is materially in excess of the amount offered in the Proposed Transaction, giving due consideration to the Company’s anticipated operating results, net asset value, cash flow profitability and established markets.

41.The Proposed Transaction will deny Class members their right to share

12

proportionately and equitably in the true value of the Company’s valuable and profitable business, and future growth in profits and earnings, at a time when the Company is poised to increase its profitability.

42.As a result, defendants have breached the fiduciary duties they owe to the Company’s public shareholders because the shareholders will not receive adequate or fair value for their AGA Medical common stock in the Proposed Transaction.

43.On October 20, 2010, AGA Medical filed its Solicitation Statement on Form 14 D 9 with the SEC to solicit shareholders to vote their shares in favor of the Proposed Transaction. As alleged below and elsewhere herein, the Solicitation Statement omits material information about the Proposed Transaction that must be disclosed to AGA Medical’s shareholders to enable them to render an informed decision. Specifically, the Solicitation Statement omits material information with respect to the process and events leading up to the Proposed Transaction, as well as the opinion and analyses of AGA Medical’s financial advisor, Piper Jaffray & Co. (“Piper Jaffray”). This omitted information, if disclosed, would significantly alter the total mix of information available to the public holders of AGA Medical’s shares.

44.The Solicitation Statement states that the Company’s Board considered and evaluated a number of factors in, among other things, authorizing and approving the Merger Agreement. Among these factors apparently was the Board’s consideration of strategic alternatives to the Proposed Transaction, and that the Board discussed, but ultimately decided against, conducting any kind of market check to determine the universe of potential acquirors for the Company. The Board also eschewed a market check to determine what sort of price the market might bear, especially given the Company’s current performance and future prospects. As a result, the Solicitation Statement is materially misleading in that it fails to provide any details about the Board’s or Piper Jaffray’s efforts to maximize shareholder value or obtain the best price

13

reasonably available through any kind of meaningful market check. A reasonable shareholder undoubtedly would find this information material in considering whether the Board, in fact, considered all possible strategic alternatives, and made the decisions to forego not only a market check, but even attempting meaningfully to negotiate a merger agreement that contained a go-shop provision or provided for a meaningful amount of time to consider and negotiate a third-party proposal subject to a reduced termination fee. The information is even more material in light of the fact that the Board agreed that there was only a very limited number of potential strategic buyers for the Company.

45.The Solicitation Statement is materially misleading in that it fails to disclose the nature and details of any conversations between St. Jude, on one hand, and any of the members of the Company’s senior management, on the other, concerning employment by AGA Medical or St. Jude following the consummation of the Proposed Transaction.

46.The Solicitation Statement is materially misleading in that it fails to disclose any details concerning the circumstances surrounding the engagement of Piper Jaffray, why it took so long for the Company and Piper Jaffray to actually enter into a retention agreement, and the nature and details concerning Piper Jaffray’s apparently ongoing relationship with the Company during the period leading up to the process that led to the Proposed Transaction. Both the Solicitation Statement and the Registration Statement similarly fail to disclose any information concerning the relationship between Piper Jaffray, on one hand, and St. Jude and its principals, on the other, and whether Piper Jaffray anticipates continued work from AGA Medical, St. Jude, or both. This information is material to shareholders considering whether to rely, in whole or in part, on any of the analyses conducted by the Board’s financial advisor in light of potential conflicts.

47.The Solicitation Statement discloses that, during the period leading up to the

14

negotiation and execution of the Tender and Voting Agreement, representatives of St. Jude met with WCAS and Gougeon. The Solicitation Statement is materially misleading, however, in that it fails to disclose the nature of those discussions. This information is particularly material to shareholders given the nature of the Tender and Voting Agreement, which obligates these shareholders to vote at least 30% of the Company’s outstanding shares in favor of the Proposed Transaction no matter what. The information is also material given the incredibly short period, as disclosed in the Solicitation Statement, which suggests that WCAS and Gougeon almost certainly were involved in, or informed of, price negotiations regarding the Proposed Transaction. As a result, the Solicitation Statement is materially misleading in that it fails to disclose the participation or input that either of these shareholders had with respect to the consideration being offered in the Proposed Transaction.

48.The Solicitation Statement is materially misleading with respect to Piper Jaffray’s Selected Public Companies Analysis because it fails to disclose critical information concerning the methodologies used in that analysis. As reflected in the Solicitation Statement, Piper Jaffray considered two different sets of comparable companies in connection with its analysis. Nowhere in the Solicitation Statement, however, does the Company provide any explanation as to why it was at all necessary for Piper Jaffray to break out the comparable companies into these two different sets. Given that they are in similar lines of business, it seems that the set of vascular companies should have been a sufficient set of comparables for Piper Jaffray to use. As a result of this inconsistency, it also becomes critical for the Company to disclose the company by company multiples for each of the comparable companies considered by Piper Jaffray. Only after that disclosure has been made will shareholders be able to fully evaluate the reliability of this analysis, and whether the set of financial comparables was used to skew the resulting implied range of values in favor of the Proposed Transaction. Similarly, the Solicitation

15

Statement is materially misleading in that it fails to disclose the transaction by transaction multiples observed for the precedent transactions considered in Piper Jaffray’s Selected M&A Transaction Analysis.

49.With respect to the Discounted Cash Flow Analysis performed by Piper Jaffray, the summary in the Solicitation Statement is materially misleading in that it fails to disclose certain assumptions made by Piper Jaffray, including the reasons why Piper Jaffray selected terminal multiples of 3.5 x to 4.0 x to apply to projected calendar year 2015 revenues. The Solicitation Statement further is materially misleading in that it fails to disclose whether, in fact, Piper Jaffray actually performed a “Sum of the Parts” discounted cash flow analysis. This question arises based on the fact that Piper Jaffray determined discount rates not based on the Company as a whole, but rather based on a “weighted average” for the Company’s “base business,” in addition to its “pipeline” business. This averaging, in turn, begs the question as to whether the individual discount rates were applied to different sets of projections for each of these businesses, or whether the weighted average simply was applied to a consolidated set of projections. The Solicitation Statement is further misleading in that it only discloses one case of financial forecasts for the Company. If, in fact, Piper Jaffray considered multiple sets of projections for each of these business segments within the Company when performing its discounted cash flow analysis, shareholders have a right to be provided with this material information. The projections disclosed by the Company in the Solicitation Statement are also materially misleading in that they fail to provide the actual free cash flow projections considered by Piper Jaffray. They also are materially misleading in that they do not break out the free cash flow or revenue projections for the Company’s base and pipeline businesses as described in the Solicitation Statement.

50.The Solicitation Statement fails to disclose whether the Board actually

16

considered the prospects of the Company going forward on a stand-alone basis, and why the Company refrained from taking steps to give the Board more time to negotiate with St. Jude, or simply walking away from a deal that they did not have to do.

51.The Solicitation Statement states that only “key meetings, conversations, and events that led to the signing of the Merger Agreement” would be disclosed to shareholders. Given the apparent amount of events and conversations that have not been disclosed, including almost any meaningful disclosure regarding the negotiations and events leading up to the Tender and Voting Agreement, the Solicitation Statement is materially misleading in that it fails to disclose exactly what the Company’s criteria for what a “key” meeting, conversation, or event would be, as well as what are any other grounds for excluding material information from disclosure to shareholders.

52.The Solicitation Statement is materially misleading in that it fails to disclose how the Board and its advisors came to determine that fifteen days was an adequate period for the application of a reduced termination fee in light of recent events and other deals involving similarly sized companies that have seen go-shop periods of thirty to thirty-five days or more.

53.The Solicitation Statement is materially misleading in that it fails to disclose exactly how the Board concluded that $23.50 would be a fair price for each share of the Company’s stock on or around September 19, 2010, or how and why the Board decided to precipitously reduce that figure to $21.00 per share after St. Judge rejected the Company’s counter proposal (and eventually $20.80 per share). A reasonable shareholder would find this information material as it goes to the value of the Company, the Board’s efforts to maximize shareholder value, and the reasons why the Company apparently felt compelled to enter into the Merger Agreement at a time when doing so was by no means necessary.

17

COUNT I

(Breach of Fiduciary Duty against the Individual Defendants)

54.Plaintiff repeats and re-alleges the preceding allegations as if fully set forth herein.

55.As members of the Company’s Board, the Individual Defendants have fiduciary obligations to: (a) undertake an appropriate evaluation of AGA Medical’s net worth as a merger/acquisition candidate; (b) take all appropriate steps to enhance AGA Medical’s value and attractiveness as a merger/acquisition candidate; (c) act independently to protect the interests of the Company’s public shareholders; (d) adequately ensure that no conflicts of interest exist between the Individual Defendants’ own interests and their fiduciary obligations, and, if such conflicts exist, to ensure that all conflicts are resolved in the best interests of AGA Medical’s public shareholders; (e) actively evaluate the Proposed Transaction and engage in a meaningful auction with third parties in an attempt to obtain the best value on any sale of AGA Medical; and (f) disclose all material information in soliciting shareholder approval of the Proposed Transaction.

56.The Individual Defendants have breached their fiduciary duties to plaintiff and the Class.

57.As alleged herein, defendants have initiated a process to sell AGA Medical that undervalues the Company and vests them with benefits that are not shared equally by AGA Medical’s public shareholders – a clear effort to take advantage of the temporary depression in AGA Medical’s stock price caused by the current economic conditions. In addition, by agreeing to the Proposed Transaction, defendants have capped the price of AGA Medical at a price that does not adequately reflect the Company’s true value. Defendants also failed to sufficiently inform themselves of AGA Medical’s value, or disregarded the true value of the Company, in an

18

effort to benefit themselves. Furthermore, any alternate acquirer will be faced with engaging in discussions with a management team and Board that is committed to the Proposed Transaction.

58.As such, unless the Individual Defendants’ conduct is enjoined by the Court, they will continue to breach their fiduciary duties to plaintiff and the other members of the Class, and will further a process that inhibits the maximization of shareholder value.

59.Plaintiff and the members of the Class have no adequate remedy at law.

COUNT II

(Breach of the Fiduciary Duty of Disclosure against the Individual Defendants)

60.Plaintiff repeats and re-alleges the preceding allegations as if fully set forth herein.

61.The Individual Defendants have caused materially misleading and incomplete information to be disseminated to the Company’s public shareholders. The Individual Defendants have an obligation to be complete and accurate in their disclosures.

62.The Solicitation Statement and the Registration Statement fail to disclose material financial information, including financial information and information necessary to prevent the statements contained therein from being misleading.

63.The misleading omissions and disclosures by defendants concerning information and analyses presented to and considered by the Board and its advisors affirm the inadequacy of disclosures to the Company’s shareholders. Because of defendants’ failure to provide full and fair disclosure, plaintiff and the Class will be stripped of their ability to make an informed decision on whether to tender their shares in favor of the Proposed Transaction, and thus are damaged thereby.

64.Plaintiff and the members of the Class have no adequate remedy at law.

19

COUNT III

(Aiding and Abetting the Board’s Breaches of Fiduciary Duty against AGA Medical and St. Jude)

65.Plaintiff repeats and re-alleges the preceding allegations as if fully set forth herein.

66.Defendants AGA Medical and St. Jude knowingly assisted the Individual Defendants’ breaches of fiduciary duties in connection with the Proposed Transaction, which, without such aid, would not have occurred. In connection with discussions regarding the Proposed Transaction, AGA Medical provided, and St. Jude obtained, sensitive non-public information concerning AGA Medical’s operations and thus had unfair advantages that enabled it to acquire the Company at an unfair and inadequate price.

67.As a result of this conduct, plaintiff and the other members of the Class have been and will be damaged in that they have been and will be prevented from obtaining a fair price for their AGA Medical shares.

68.Plaintiff and the members of the Class have no adequate remedy at law.

WHEREFORE, plaintiff prays for judgment and relief as follows:

A.Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative;

B.Preliminarily and permanently enjoining defendants and all persons acting in concert with them, from proceeding with, consummating, or closing the Proposed Transaction;

C.In the event defendants consummate the Proposed Transaction, rescinding it and setting it aside or awarding rescissory damages to plaintiff and the Class;

D.Directing defendants to account to plaintiff and the Class for their damages sustained because of the wrongs complained of herein;

E.Awarding plaintiff the costs of this action, including reasonable allowance for

20

plaintiff’s attorneys’ and experts’ fees; and

F.Granting such other and further relief as this Court may deem just and proper.

Dated: October 27, 2010		RIGRODSKY & LONG, P. A.
	By:	/s/ Brian D. Long
		Seth D. Rigrodsky (#3147)
		Brian D. Long (#4347)
		Gina M. Serra (#5387)
		919 N. Market Street, Suite 980
		Wilmington, DE 19801
		(302) 295-5310
		Attorneys for Plaintiff

21