CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Statements contained or incorporated by reference in this Fundamental Change Repurchase Right Notice, Notice of Right to Convert, Notice of
Entry into Supplemental Indenture and Offer to Repurchase (this Notice) contain information that includes or is based on forward-looking statements. Forward-looking statements include the
managements judgment regarding future events. In many cases, you can identify such statements by words such as believes, expects, anticipates, intends, estimates,
plan, projected, forecast, will, may or similar expressions. Because these statements reflect current views concerning future events, these forward-looking statements involve risks and
uncertainties. All statements, other than statements of historical fact, included in and incorporated by reference into this Notice regarding the Merger, the Companys financial position, business strategy and plans or objectives for
future operations are forward-looking statements.
You should read these forward-looking statements carefully because they discuss
our expectations about our future performance or future events, contain projections of our future operating results or our future financial condition, or state other forward-looking information.
In addition, the statements in this Notice are made as of August 26, 2016. Subsequent events or developments may cause our views to
change. We do not undertake any obligation to update our forward-looking statements after the date of this Notice for any reason, even if new information becomes available or other events occur in the future.
These forward-looking statements should not be relied upon as representing our views as of any date subsequent to August 26, 2016. You
are advised to consult any further disclosures we make on related subjects in our reports filed with the Securities and Exchange Commission (the SEC).
IMPORTANT INFORMATION CONCERNING THE FUNDAMENTAL CHANGE REPURCHASE RIGHT AND CONVERSION RIGHTS
1. INFORMATION CONCERNING THE COMPANY.
1.1. The Company.
International, Inc. (the Company) is a medical device company that develops and manufactures miniaturized implantable heart pumps, or ventricular assist devices, to treat patients suffering from advanced heart failure, and
following the consummation of the Merger (as defined below), became an indirect, wholly-owned subsidiary of Medtronic plc, an Irish public limited company (Medtronic). Medtronic is among the worlds largest medical
technology, services and solutions companiesalleviating pain, restoring health and extending life for millions of people around the world. Our principal executive offices are located at c/o Medtronic, Inc., 710 Medtronic Parkway,
Minneapolis, Minnesota 55432. Our telephone number is (763) 514-4000 and our website address is www.heartware.com. The Companys website address is not intended to function as a hyperlink, and the information contained in the
Companys website is not incorporated by reference in this Notice and you should not consider it as part of the Notice.
Additional information regarding the Company is contained in our filings with the SEC. See Section 12Additional
1.2. The Merger Agreement.
On June 27, 2016, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with Medtronic, Inc., a
Minnesota corporation (Parent), and Medtronic Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (Purchaser). Pursuant to the Merger Agreement, Purchaser commenced a tender
offer (the Offer) for all of the outstanding shares of common stock, par value $0.001 per share (the Shares), of the Company, at a price of $58.00 per Share, paid to the