actions until the Transactions occur or the Business Combination Agreement is terminated. These restrictions may prevent or increase the costs to, as applicable, HeartWare and Valtech from
pursuing otherwise attractive business opportunities and making other changes to their businesses that may arise prior to completion of the Transactions or termination of the Business Combination Agreement; and
||HeartWare and/or Valtech also could be subject to litigation related to any failure to consummate the Transactions or related to any enforcement proceeding commenced against HeartWare and/or Valtech to perform their
respective obligations under the Business Combination Agreement. |
If the Transactions are not consummated, these risks may
materialize and may adversely affect HeartWare and/or Valtechs business, financial results and share price.
Transactions are pending, HeartWare and Valtech will be subject to business uncertainties that could adversely affect their businesses.
Uncertainty about the effect of the Transactions on employees, customers and suppliers may have an adverse effect on HeartWare and Valtech and,
consequently, on Holdco. These uncertainties may impair HeartWares and Valtechs ability to attract, retain and motivate key personnel until the Transactions are consummated and for a period of time thereafter. Employee retention may be
particularly challenging during the pendency of the Transactions because employees may experience uncertainty about their future roles with Holdco. If, despite HeartWares and Valtechs retention efforts, key employees depart because of
issues relating to the uncertainty and difficulty of integration or a desire not to remain with Holdco, Holdcos business could be seriously harmed.
The Opinion of HeartWares financial advisor does not reflect changes in circumstances that may occur between the execution of the
Business Combination Agreement and the consummation of the Transactions.
The HeartWare Board has not obtained an updated opinion
from Canaccord Genuity as of the date of this proxy statement/prospectus and does not expect to receive an updated, revised or reaffirmed opinion prior to the consummation of the Transactions. Changes in the operations and prospects of HeartWare,
Valtech or Holdco, general market and economic conditions and other factors that may be beyond the control of HeartWare, Valtech or Holdco, and on which Canaccord Genuitys Opinion was based, may significantly alter the value of Valtech or the
price of HeartWare common stock or shares of Holdco common stock by the time the Transactions are completed. The Opinion does not speak as of the time the Transactions will be consummated or as of any date other than the date of such Opinion.
Because Canaccord will not be updating its Opinion, the Opinion will not address the fairness to HeartWare of the Valtech Merger Consideration from a financial point of view at the time the Transactions are consummated. The HeartWare Boards
recommendation that HeartWare stockholders vote FOR the proposal described herein is made as of the date of this proxy statement/prospectus. For a description of the Opinion the HeartWare Board received from Canaccord Genuity,
please refer to the section entitled The Transactions Opinion of Canaccord Genuity beginning on page 53 of this proxy statement/prospectus.
Risks Relating to the Businesses of the Combined Company
Mitral and tricuspid valve repair and replacement represent a significant, unmet clinical need, which requires technological and market
development that may (i) not be achieved at all or (ii) take longer to realize than expected.
Currently, mitral and tricuspid
valve repair and replacement represent an underpenetrated market, which may be accessed through the introduction of new technologies, including transcatheter medical devices. Physician confidence in and market acceptance of new technologies is
speculative and may not be realized, or take longer or cost more to realize than anticipated.