UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): October 5, 2015
HEARTWARE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-34256 |
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26-3636023 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
500 Old Connecticut Path
Framingham, MA 01701
(Address of principal executive offices)
Registrants telephone number, including area code:
508.739.0950
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On October 5, 2015, HeartWare International, Inc., a Delaware
corporation (HeartWare or the Company) issued a press release setting forth its response to Engaged Capitals public comments regarding HeartWares 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 HeartWares 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 HeartWares relationships with its employees, existing customers or potential future customers; and such other risks and uncertainties pertaining to the HeartWares business as detailed in its filings with the SEC on Forms
10-K and 10-Q, which are available on the SECs 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
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Exhibit
No. |
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Description of Exhibit |
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99.1 |
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Press Release issued by HeartWare International, Inc. dated October 5, 2015. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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HeartWare International, Inc. |
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Date: October 5, 2015 |
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By: |
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/s/ Lawrence J. Knopf |
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Name: |
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Lawrence J. Knopf |
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Title: |
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Senior Vice President, General Counsel and
Secretary |
INDEX TO EXHIBITS
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Exhibit
No. |
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Description |
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99.1 |
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Press Release issued by HeartWare International, Inc. dated October 5, 2015. |
Exhibit 99.1
HEARTWARE ISSUES STATEMENT
REGARDING ENGAGED CAPITAL COMMENTS
- Engaged Capital Analysis Is Incomplete -
- HeartWare Reiterates Commitment to Value-Enhancing Acquisition of Valtech Cardio -
Framingham, Mass. Oct. 5, 2015 HeartWare International, Inc. (NASDAQ: HTWR), a leading innovator of less-invasive, miniaturized
circulatory support technologies that are revolutionizing the treatment of advanced heart failure, today issued the following statement in response to Engaged Capitals public comments regarding the Companys pending acquisition of Valtech
Cardio, Ltd.
We respectfully disagree with Engaged Capital, which has been a HeartWare investor for just a few weeks, and we believe their analysis
is incomplete. We remain fully committed to this strategic transaction. Our position is informed by our deep experience in the advanced heart failure market, the years of diligence we conducted on the mitral and tricuspid valve regurgitation
markets, and the Companys unique perspective on Valtech gained through our investment since 2013.
Valtechs differentiated mitral and
tricuspid repair and replacement platform deepens our leadership in the advanced heart failure market and establishes us as a dynamic player in two of the highest-growth categories in this market today. The acquisition positions HeartWare for
significantly accelerated revenue growth and provides a platform to expand our margin profile substantially over time. Since announcing the transaction, we have received overwhelmingly positive feedback from physicians who are excited about
Valtechs Cardioband, which recently received CE Mark approval, and the combination of HeartWare and Valtech.
We are confident this
acquisition will deliver significantly greater value to shareholders and patients alike than could be achieved through Engaged Capitals recommended alternatives. We are in active discussions with our shareholders to educate them on the
strategic and financial merits of the transaction. We look forward to sharing additional information about the benefits of the transaction through the upcoming filing of our registration statement and continuing our productive discussions with all
our stakeholders.
About HeartWare International
HeartWare International develops and manufactures miniaturized implantable heart pumps, or ventricular assist devices, to treat patients suffering from
advanced heart failure. The HeartWare® Ventricular Assist System features the HVAD® pump, a small full-support circulatory assist
device designed to be implanted next to the heart, avoiding the abdominal surgery generally required to implant competing devices. The HeartWare System is approved in the United States for the intended use as a bridge to cardiac transplantation in
patients who are at risk of death from refractory end-stage left ventricular heart failure, has received CE Marking in the European Union and has been used to treat patients in 46 countries. The device is also currently the subject of a U.S.
clinical trial for destination therapy. For additional information, please visit the Companys website at www.heartware.com.
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 in connection with the proposed transaction. A description of the interests in HeartWare of its directors and executive officers is set forth in HeartWares proxy statement for its 2015 Annual Meeting of
Shareholders, which was filed with the Securities and Exchange Commission (the SEC) on April 30, 2015. This document is available free of charge at the SECs website at www.sec.gov or by going to HeartWares
Investors page on its corporate website at www.heartware.com. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of proxies in connection with the proposed transaction,
and a description of their direct and indirect interests in the proposed transaction, which may differ from the interests of HeartWare stockholders or Valtech shareholders generally, will be set forth in a proxy statement/prospectus when it is filed
with the SEC.
Additional Information and Where You Can Find It
A new holding company will file a Registration Statement on Form S-4 containing a joint proxy statement/prospectus and other documents concerning the proposed
transaction with the SEC. Investors are urged to read the joint proxy statement/prospectus when it becomes available and other relevant documents filed with the SEC because they will contain important information. Security holders may obtain a free
copy of the proxy statement/prospectus (when it is available) and other documents filed by HeartWare and the new holding company with the SEC on the SECs website at www.sec.gov. The joint proxy statement/prospectus and other documents
may also be obtained for free by contacting HeartWare Investor Relations by e-mail at investors@heartware.com or by telephone at +1 (508) 739-0864.
Forward-Looking Statements
This announcement contains
forward-looking statements that are based on managements beliefs, assumptions and expectations and on information currently available to management. All statements that address operating performance, events or developments that we expect or
anticipate will occur in the future are forward-looking statements, including without limitation our expectations with respect to the: commercialization of HeartWare and Valtech products; timing, progress and outcomes of clinical trials and
regulatory approvals; research and development activities; our ability to integrate, manage and take advantage of acquired and pipeline technology; and the costs and benefits to be achieved from the Valtech transaction. Management believes that
these forward-looking statements are reasonable as and when made. However, you should not place undue reliance on forward-looking statements because they speak only as of the date when made. HeartWare does not assume any obligation to publicly
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by federal securities laws and the rules and regulations of the SEC. HeartWare may not actually achieve
the plans, projections or expectations disclosed in forward-looking statements, and actual results, developments or events could differ materially from those disclosed in the forward-looking statements. Forward-looking statements are subject to a
number of risks and uncertainties, including without limitation those described in Part I, Item 1A Risk Factors in HeartWares Annual Report on Form 10-K filed with the SEC. HeartWare may update risk factors from time to time
in Part II, Item 1A Risk Factors in Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, or other filings with the SEC.
HEARTWARE, HVAD, MVAD, PAL, SYNERGY, CIRCULITE and HeartWare logos are trademarks of HeartWare, Inc. or its affiliates.
For additional information:
Christopher Taylor
HeartWare International, Inc.
Email:
ctaylor@heartware.com
Phone: +1 508-739-0864
Andrew
Cole/Mark Harnett/Devin Broda
Sard Verbinnen & Co
Phone: +1 212-687-8080
Email: heartware-svc@sardverb.com
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