AGA Medical nearly ran off the road as it careened toward buyout riches

Sometimes, companies succeed despite the best efforts of their founders.

Today's exhibit: AGA Medical, which St. Jude Medical on Monday agreed to buy for $1.1 billion in cash and stock. The price of $20.08 per share represents a 40 percent premium to AGA's Friday close, and 43 percent better than its year-ago initial public offering.

Pretty good outcome for a company whose fate was once in the hands of a Hennepin County district judge. What had begun as an ownership dispute among the firm's three founders ultimately deteriorated into a nasty three-year court fight that exposed a jumbled mess of conflicts and lack of controls. Along the way:

•A court order barred the founder and chief product developer, Dr. Kurt Amplatz, from the company's premises.

•Another founder, Michael Afremov, pleaded guilty to federal charges of cheating on his taxes in order to hide more than $1.8 million in kickbacks from one of AGA's manufacturing vendors. The owner of the manufacturing firm also pleaded guilty to one count of filing false tax returns.

•AGA's information technology manager pleaded guilty to charges that he and a former technology vendor used fraudulent billings to swindle the company out of $1.6 million between 2001 and 2004.

•The company paid a $2 million fine to settle federal charges that one of its independent distributors had made improper payments to hospitals and government officials in China.

The unsung hero in AGA's ultimate success may be John Borg, an Edina attorney and court-appointed receiver who ran the company for almost 2 1/2 years while the owners feuded and the entire alphabet soup of federal agencies -- IRS, FDA, FBI -- conducted civil and criminal probes.

"We tried to ignore what was going on with the owners so that we could stay focused on making great products," Borg said Monday. "That wasn't always easy."

AGA had all the makings of a feel-good Minnesota medical miracle when Amplatz, a strong-willed and world-renowned researcher and inventor, hatched an idea for the Amplatz Septal Occluder, a disc-shaped plug laced with metal and wire that would all but end open-heart surgery on children born with a hole in their hearts.

Amplatz enlisted his then son-in-law, Franck Gougeon, and Afremov, who each paid $100 for a one-third stake in AGA (Amplatz, Gougeon, Afremov). In 1999, with the product approved and selling in Europe, Amplatz sold his one-third interest to Gougeon and Afremov for $8.3 million.

When Gougeon and Afremov had a falling out, in part because of suspicions about possible kickbacks, Amplatz sided with his son-in-law. They fired Afremov, who sued. The judge sided with Afremov, noting that he owned half the company.

At this point, these disputes usually move behind closed doors. Not much to be gained by dragging a company's name through the mud.

For a while, anyway, AGA's principals seemed too embittered to care, and the result was a series of raucous court hearings, the likes of which I've rarely seen. In one, the judge, Patricia Kerr Karasov, ordered Amplatz's attorney to leave after he accused her of "unconstitutional and unethical acts," including meeting privately with a witness in the case.

Karasov ultimately appointed Borg to run AGA, and eventually banned both Amplatz and Gougeon from the company's offices. Meetings with the receiver typically occurred in hotel conference rooms, with plenty of lawyers to document the proceedings.

Eventually, cooler heads prevailed. Afremov received about $250 million to $275 million in 2005 for his half-interest in AGA, and ultimately served a year's probation on the tax charges.

Gougeon, who stepped down as CEO in June 2008 and has been a director and consultant since then, will do even better than his former adversary and business partner. He sold about $100 million worth of AGA stock during the IPO and stands to collect more than $200 million for his remaining 10.1 million shares. All in all, not a bad return on the $4.15 million he paid to buy out his former father-in-law.

Dr. Amplatz could not be reached for comment Monday. He has a five-year research agreement with AGA, set to expire near the end of this year, that pays him $18,333 per month. He also collected $4.1 million in royalties in 2009.

While Amplatz's inventions may explain why AGA was worth $1 billion Monday, shareholders also owe a measure of gratitude to Borg and Karasov. Without them, there might not have been an AGA.

ericw@startribune.com • 612-673-1736