HeartWare and Valtech must obtain required approvals and governmental and regulatory
consents to consummate the Transactions, which, if delayed, not granted or granted with unacceptable conditions, may jeopardize or delay the consummation of the Transactions, result in additional expenditures of money and resources and/or reduce the
anticipated benefits of the Transactions.
The Transactions are subject to customary closing conditions. These closing conditions
include, among others, the receipt of required approvals of HeartWare stockholders and Valtech shareholders, the effectiveness of the registration statement, the expiration or termination of applicable waiting periods under the HSR Act and certain
The governmental agencies from which the parties will seek certain of these approvals and consents have broad discretion
in administering the governing regulations. HeartWare and Valtech can provide no assurance that all required approvals and consents will be obtained. Moreover, as a condition to their approval of the Transactions, agencies may impose requirements,
limitations or costs or require divestitures or place restrictions on the conduct of Holdcos business after Closing. These requirements, limitations, costs, divestitures or restrictions could jeopardize or delay the consummation of the
Transactions or reduce the anticipated benefits of the Transactions. Further, no assurance can be given that the required shareholder approvals will be obtained or that the required closing conditions will be satisfied, and, if all required consents
and approvals are obtained and the closing conditions are satisfied, no assurance can be given as to the terms, conditions and timing of the approvals. If HeartWare and Valtech agree to any material requirements, limitations, costs, divestitures or
restrictions in order to obtain any approvals required to consummate the Transactions, these requirements, limitations, costs, divestitures or restrictions could adversely affect Holdcos ability to integrate HeartWare andValtechs
operations and/or reduce the anticipated benefits of the Transactions. This could result in a failure to consummate the Transactions or have a material adverse effect on Holdcos business and results of operations.
The Business Combination Agreement contains provisions that require HeartWare to pay to Valtech a termination fee in the form of a loan
if the Business Combination Agreement is terminated.
If the Business Combination Agreement is terminated in accordance with the
Business Combination Agreement, HeartWare will be required to make a loan to Valtech in the amount of $30 million. Neither party is entitled to terminate the Business Combination Agreement if the Closing has not occurred by the specified termination
date if the failure of the Closing to occur by such date principally arises out of or is related to such partys failure to fulfill any obligation under the Business Combination Agreement.
Failure to consummate the Transactions could negatively impact the value and the future business and financial results of HeartWare
If the Transactions are not consummated, the ongoing businesses of HeartWare and/or Valtech may be adversely
affected and, without realizing any of the benefits of having consummated the Transactions, HeartWare and/or Valtech will be subject to a number of risks, including the following:
||HeartWare and/or Valtech will be required to pay costs and expenses relating to the proposed Transactions; |
||if the Business Combination Agreement is terminated for any reason, HeartWare will be required to make a loan to Valtech in the amount of $30 million; |
||matters relating to the Transactions (including integration planning) may require substantial commitments of time and resources by HeartWare management and Valtech management, which could otherwise have been devoted to
other opportunities that may have been beneficial to HeartWare or Valtech, as the case may be; |
the Business Combination Agreement restricts HeartWare and Valtech, without the other partys consent and subject to certain exceptions, from
making certain acquisitions and taking other specified