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SEC Filings

SC TO-I
HEARTWARE INTERNATIONAL, INC. filed this Form SC TO-I on 08/26/2016
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receive if your Notes are repurchased through exercise of the Fundamental Change Repurchase Right. The right of Holders to convert their Notes is separate from the Fundamental Change Repurchase Right.

Based on the amount of the Merger Consideration, the Conversion Rate will not change as a result of the Merger. Accordingly, the value that you will receive if you convert your Notes prior to the end of the Conversion Period is substantially less than the funds that you will receive if you validly exercise the Fundamental Change Repurchase Right. You should review this Notice carefully and consult with your own financial and tax advisors. You 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. 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 that Holder’s Notes.

This Notice constitutes the “Fundamental Change Company Notice” required to be delivered pursuant to Section 3.01(b) of each Indenture in relation to each Fundamental Change identified herein. This Notice also constitutes the notice of the Holder’s right to convert required to be delivered pursuant to Section 4.03(b) of each Indenture with respect to each Make-Whole Fundamental Change identified herein. Finally, this Notice constitutes the notice required to be delivered to Holders pursuant to Sections 4.06(b) and 7.03 of each Indenture in connection with the entry into the Third Supplemental Indenture.

The Tender Agent, Paying Agent and Conversion Agent is:

Wilmington Trust, National Association

Global Capital Markets

50 S. 6th Street, Suite 1290

Minneapolis, Minnesota 55402

Attention: HeartWare Account Manager

(612) 217-5651 (Facsimile)

The Information Agent is:

The Proxy Advisory Group, LLC

18 East 41st Street, Suite 2000

New York, New York 10017-6219

(844) 583-6337 (Toll Free)

(844) 5-TENDER (Toll Free)

 

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