Log in
Lost password
Become a member for free
Sign up
Sign up
Dynamic quotes 

4-Traders Homepage  >  Shares  >  Nasdaq  >  HeartWare International Inc    HTWR

News SummaryMost relevantAll newsSector news 
The feature you requested does not exist. However, we suggest the following feature:

HEARTWARE : Other Events, Financial Statements and Exhibits (form 8-K)

10/05/2015 | 04:23pm US/Eastern

Item 8.01. Other Events.

On October 5, 2015, HeartWare International, Inc., a Delaware corporation ("HeartWare" or the "Company") issued a press release setting forth its response to Engaged Capital's public comments regarding HeartWare's pending acquisition of Valtech Cardio, Ltd., a private company incorporated under the laws of Israel ("Valtech"). A copy of the release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference into this report.

As previously disclosed, HeartWare intends to acquire Valtech as set forth in that certain Business Combination Agreement, dated as of September 1, 2015, by and among HeartWare, Valtech, HW Global, Inc., a Delaware corporation and a direct wholly owned subsidiary of HeartWare ("Holdco"), HW Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Holdco ("US Merger Sub"), Valor Merger Sub Ltd., a private company incorporated under the laws of Israel and a direct wholly owned subsidiary of Holdco ("ISR Merger Sub") and Valor Shareholder Representative, LLC, a Delaware limited liability company, pursuant to which, subject to satisfaction or waiver of the conditions therein, HeartWare and Valtech will effect a strategic combination of their respective businesses under Holdco wherein (a) US Merger Sub shall merge with and into HeartWare, with HeartWare surviving the merger as a wholly owned subsidiary of Holdco (the "US Merger"), and (b) ISR Merger Sub shall merge with and into Valtech, with Valtech surviving the merger as a subsidiary of Holdco (the "ISR Merger", together with the US Merger and the other transactions contemplated by the Business Combination Agreement, the "Transactions").


                             Important Information

Additional Information about the Transactions and Where to Find It

In connection with the Transactions, Holdco intends to file relevant materials with the Securities and Exchange Commission, or the SEC, including a Registration Statement on Form S-4 that will contain a proxy statement/prospectus. Investors and security holders of HeartWare and Valtech are urged to read these materials when they become available because they will contain important information about HeartWare, Valtech and the Transactions. The proxy statement/prospectus and other relevant materials (when they become available), and any other documents filed by Holdco or HeartWare with the SEC, may be obtained free of charge at the SEC web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Holdco or HeartWare by directing a written request to HeartWare's investor relations department at HeartWare International, Inc., 500 Old Connecticut Path, Framingham, MA 01701, Attention: Investor Relations. Investors and security holders are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the Transactions.

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Participants in the Solicitation

HeartWare, Valtech and their respective directors, executive officers, certain members of management and certain employees may be deemed to be participants in the solicitation of proxies from the stockholders of HeartWare and Valtech in connection with the proposed transaction. Information regarding the special interests of these directors and executive officers in the transaction will be included in the proxy statement/prospectus referred to above. Additional information regarding the directors and executive officers of HeartWare is also included in the HeartWare Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on March 2, 2015. This document is available free of charge at the SEC web site (www.sec.gov) and from Investor Relations at HeartWare at the address described above.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements, including, but not limited to, the ability of the parties to consummate the proposed Transactions; satisfaction of closing conditions to the consummation of the proposed Transactions; the impact of the announcement of the proposed Transactions on HeartWare's relationships with its employees, existing customers or potential future customers; and such other risks and uncertainties pertaining to the HeartWare's business as detailed in its filings with the SEC on Forms 10-K and 10-Q, which are available on the SEC's web site at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. HeartWare assumes no obligation to update any forward-looking statement contained in this document.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

  No.        Description of Exhibit

99.1         Press Release issued by HeartWare International, Inc. dated October 5,


© Edgar Online, source Glimpses

React to this article
10/05 HEARTWARE : Other Events, Financial Statements and Exhibits (form 8-K)
10/05 HEARTWARE : Engaged Capital Urges HeartWare International to Terminate Proposed ..
10/05 HEARTWARE : Issues Statement Regarding Engaged Capital Comments
10/02 HEARTWARE : Other Events, Financial Statements and Exhibits (form 8-K)
09/30 HEARTWARE : Assigned Patent
09/29 HEARTWARE : Other Events (form 8-K)
09/19 HEARTWARE : Valtech Cardio to Host Cardioband® Symposium, Following Receipt of C..
09/15 HEARTWARE : INVESTIGATION ALERT – Andrews & Springer LLC is Investigating ..
09/14 HEARTWARE : Other Events, Financial Statements and Exhibits (form 8-K)
09/09 HEARTWARE : Other Events (form 8-K)
Duration : Period :
HeartWare International In Technical Analysis Chart | HTWR | US4223681002 | 4-Traders
Income Statement Evolution
More Financials