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SEC Filings

SC TO-I
HEARTWARE INTERNATIONAL, INC. filed this Form SC TO-I on 08/26/2016
Entire Document
 


TABLE OF CONTENTS

 

     Page  

Summary Term Sheet

     s-ii   

Cautionary Note Regarding Forward-Looking Statements

     1   

Important Information Concerning the Fundamental Change Repurchase Right and Conversion Rights

     1   

1. Information Concerning the Company

     1   

1.1 The Company

     1   

1.2 The Merger Agreement

     1   

2. Information Concerning the Notes

     2   

2.1 The Company’s Obligation to Repurchase the Notes

     2   

2.2 Repurchase Price

     3   

2.3 Conversion Rights of the Holders

     4   

2.4 Market for the Notes and the Shares

     5   

2.5 Ranking

     6   

3. Procedures to be Followed by Holders Electing to Surrender Notes for Repurchase

     6   

3.1 Method of Delivery

     7   

3.2 Agreement to be Bound by the Terms of the Fundamental Change Repurchase Right

     7   

4. Right of Withdrawal

     8   

5. Payment for Surrendered Notes; Source and Amount of Funds

     9   

6. Notes Acquired

     9   

7. Plans or Proposals of the Company

     9   

8. Interests of Directors, Executive Officers and Affiliates of the Company in the Notes

     10   

9. Agreements Involving the Company’s Securities

     10   

10. Purchases of Notes by the Company and its Affiliates

     10   

11. Material U.S. Federal Income Tax Considerations

     11   

12. Additional Information

     14   

13. Solicitations

     15   

14. Conflicts

     16   

No person has been authorized to give any information or to make any representations other than those contained in this Notice and, if given or made, such information or representations must not be relied upon as having been authorized. This Notice does not constitute an offer to buy or the solicitation of an offer to sell Notes in any circumstances or jurisdiction in which such offer or solicitation is unlawful. The delivery of this Notice shall not under any circumstances create any implication that the information contained in this Notice is current as of any time subsequent to the date of such information. None of the Company, Medtronic plc or Parent or any of their respective affiliates, or any of its or their respective boards of directors, employees, advisors or representatives, or Wilmington Trust, National Association, in its role as Trustee, Tender Agent, Paying Agent and Conversion Agent, is making any representation or recommendation to any Holder as to whether or not to surrender or convert (if at all) such Holder’s Notes. You should consult your own financial and tax advisors and must make your own decision as to whether or not to surrender your Notes for repurchase or to exercise your conversion rights and, if you choose to exercise either of these rights, the amount of Notes to surrender or convert.