FRAMINGHAM, Mass., Oct. 5, 2015 /PRNewswire/ -- HeartWare
International, Inc. (NASDAQ: HTWR), a leading innovator of
less-invasive, miniaturized circulatory support technologies that
are revolutionizing the treatment of advanced heart failure, today
issued the following statement in response to Engaged Capital's
public comments regarding the Company's pending acquisition of
Valtech Cardio, Ltd.
"We respectfully disagree with Engaged Capital, which has been a
HeartWare investor for just a few weeks, and we believe their
analysis is incomplete. We remain fully committed to this
strategic transaction. Our position is informed by our deep
experience in the advanced heart failure market, the years of
diligence we conducted on the mitral and tricuspid valve
regurgitation markets, and the Company's unique perspective on
Valtech gained through our investment since 2013.
"Valtech's differentiated mitral and tricuspid repair and
replacement platform deepens our leadership in the advanced heart
failure market and establishes us as a dynamic player in two of the
highest-growth categories in this market today. The
acquisition positions HeartWare for significantly
accelerated revenue growth and provides a platform to expand our
margin profile substantially over time. Since announcing the
transaction, we have received overwhelmingly positive feedback from
physicians who are excited about Valtech's Cardioband, which
recently received CE Mark approval, and the combination of
HeartWare and Valtech.
"We are confident this acquisition will deliver significantly
greater value to shareholders and patients alike than could be
achieved through Engaged capital's recommended alternatives.
We are in active discussions with our shareholders to educate them
on the strategic and financial merits of the transaction. We
look forward to sharing additional information about the benefits
of the transaction through the upcoming filing of our registration
statement and continuing our productive discussions with all our
stakeholders."
About HeartWare International
HeartWare International
develops and manufactures miniaturized implantable heart pumps, or
ventricular assist devices, to treat patients suffering from
advanced heart failure. The HeartWare® Ventricular
Assist System features the HVAD® pump, a small
full-support circulatory assist device designed to be implanted
next to the heart, avoiding the abdominal surgery generally
required to implant competing devices. The HeartWare System is
approved in the United States for
the intended use as a bridge to cardiac transplantation in patients
who are at risk of death from refractory end-stage left ventricular
heart failure, has received CE Marking in the European Union and
has been used to treat patients in 46 countries. The device is also
currently the subject of a U.S. clinical trial for destination
therapy. For additional information, please visit the Company's
website at www.heartware.com.
Participants in the Solicitation
HeartWare, Valtech
and their respective directors, executive officers, certain members
of management and certain employees may be deemed to be
participants in the solicitation of proxies in connection with the
proposed transaction. A description of the interests in HeartWare
of its directors and executive officers is set forth in HeartWare's
proxy statement for its 2015 Annual Meeting of Shareholders, which
was filed with the Securities and Exchange Commission (the "SEC")
on April 30, 2015. This document is
available free of charge at the SEC's website at www.sec.gov or by
going to HeartWare's Investors page on its corporate website at
www.heartware.com. Additional information regarding the
persons who may, under the rules of the SEC, be deemed participants
in the solicitation of proxies in connection with the proposed
transaction, and a description of their direct and indirect
interests in the proposed transaction, which may differ from the
interests of HeartWare stockholders or Valtech shareholders
generally, will be set forth in a proxy statement/prospectus when
it is filed with the SEC.
Additional Information and Where You Can Find It
A new
holding company will file a Registration Statement on Form S-4
containing a joint proxy statement/prospectus and other documents
concerning the proposed transaction with the SEC. Investors are
urged to read the joint proxy statement/prospectus when it becomes
available and other relevant documents filed with the SEC because
they will contain important information. Security holders may
obtain a free copy of the proxy statement/prospectus (when it is
available) and other documents filed by HeartWare and the new
holding company with the SEC on the SEC's website at www.sec.gov.
The joint proxy statement/prospectus and other documents may also
be obtained for free by contacting HeartWare Investor Relations by
e-mail at investors@heartware.com or by telephone at +1 (508)
739-0864.
Forward-Looking Statements
This announcement contains forward-looking statements that are
based on management's beliefs, assumptions and expectations and on
information currently available to management. All statements that
address operating performance, events or developments that we
expect or anticipate will occur in the future are forward-looking
statements, including without limitation our expectations with
respect to the: commercialization of HeartWare and Valtech
products; timing, progress and outcomes of clinical trials and
regulatory approvals; research and development activities; our
ability to integrate, manage and take advantage of acquired and
pipeline technology; and the costs and benefits to be achieved from
the Valtech transaction. Management believes that these
forward-looking statements are reasonable as and when made.
However, you should not place undue reliance on forward-looking
statements because they speak only as of the date when made.
HeartWare does not assume any obligation to publicly update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required
by federal securities laws and the rules and regulations of the
SEC. HeartWare may not actually achieve the plans, projections or
expectations disclosed in forward-looking statements, and actual
results, developments or events could differ materially from those
disclosed in the forward-looking statements. Forward-looking
statements are subject to a number of risks and uncertainties,
including without limitation those described in Part I, Item 1A
"Risk Factors" in HeartWare's Annual Report on Form 10-K filed with
the SEC. HeartWare may update risk factors from time to time in
Part II, Item 1A "Risk Factors" in Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K, or other filings with the SEC.
HEARTWARE, HVAD, MVAD, PAL, SYNERGY, CIRCULITE and HeartWare
logos are trademarks of HeartWare, Inc. or its affiliates.
For additional information:
Christopher Taylor
HeartWare International, Inc.
Email: ctaylor@heartware.com
Phone: +1 508-739-0864
Andrew Cole/Mark Harnett/Devin
Broda
Sard Verbinnen & Co
Phone: +1 212-687-8080
Email: heartware-svc@sardverb.com
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SOURCE HeartWare International, Inc.