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SEC Filings

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

to Repurchase (this “Notice”) and any related notice materials, as amended and supplemented from time to time.

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 seller in cash, without interest, subject to any required withholding of taxes. The Offer expired at the end of the day, immediately after 11:59 p.m. Eastern time on August 22, 2016, and the tendered Shares were accepted for payment by Purchaser on August 23, 2016. Later in the day, on August 23, 2016, Purchaser merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation. In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (other than Shares (i) owned by the Company as treasury stock or owned by Parent or Purchaser, which Shares were cancelled and retired and cease to exist or (ii) held by a holder who properly demanded appraisal for such Shares in accordance with Section 262 of the Delaware General Corporation Law) were, by virtue of the Merger and without any action on the part of the holder thereof, cancelled and converted into the right to receive $58.00 per Share in cash, payable to the holder thereon, without any interest thereon, subject to any required withholding of taxes (the “Merger Consideration”). As a result of the Merger, the Company ceased to be a publicly traded company (the “Delisting”) and became a wholly-owned subsidiary of Parent. As a result of each of the consummation of the Offer, the completion of the Merger and the Delisting, a Fundamental Change (as defined in the applicable Indenture, a “Fundamental Change”) occurred on August 23, 2016, and accordingly, each Holder has the Fundamental Change Repurchase Right described herein. The Fundamental Change also constitutes a Make-Whole Fundamental Change (as defined in the applicable Indenture, a “Make-Whole Fundamental Change”).

Alternative to the Fundamental Change Repurchase Right:

You May Elect to Convert Your Notes

As described in the Notice of Anticipated Merger Effective Date; Notice of Right to Convert, dated June 27, 2016, and delivered to all Holders and the Trustee, each Indenture provides that, as a result of the Fundamental Change and the Make-Whole Fundamental Change, and notwithstanding the Fundamental Change Repurchase Right, the Notes are convertible, at the option of the Holder, at any time until 5:00 p.m. Eastern time on September 27, 2016 (the “Conversion Period”). If you would like to convert your Notes, you must deliver the appropriate instruction form pursuant to DTC’s book-entry conversion program and transfer such Notes to Wilmington Trust, National Association, as conversion agent (the “Conversion Agent”), through the transmittal procedures of DTC prior to the end of the Conversion Period. See “Section 2.3—Conversion Rights of the Holders” for further information on how to deliver Notes for conversion. You may not convert any Notes with respect to which you have already delivered a Fundamental Change Repurchase Notice unless you have validly withdrawn such Fundamental Change Repurchase Notice in accordance with the procedures described in this Notice. Notes properly surrendered for conversion may not be withdrawn.

Pursuant to the terms of the First Supplemental Indenture and the Second Supplemental Indenture, in connection with the consummation of the Merger, the Company and the Trustee entered into the Third Supplemental Indenture with respect to the First Supplemental Indenture and the Second Supplemental Indenture providing that, following the effective date of the Merger, the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate (as defined in the applicable Indenture, the “Conversion Rate”) multiplied by the Merger Consideration. The Company’s conversion obligation with respect to Notes that are converted prior to the end of the Conversion Period will be fixed at an amount in cash equal to the Conversion Rate of 10.0000 for each of the 2017 Notes and the 2021 Notes, multiplied by $58.00 (i.e., the Merger Consideration). As a result, you will be entitled to receive $580.00 in cash per $1,000 principal amount of 2017 Notes or 2021 Notes validly surrendered for conversion. See “Section 2.3—Conversion Rights of the Holders” below for a comparison of the amount you will receive if your Notes are converted prior to the end of the Conversion Period and the amount you will