FRAMINGHAM, Mass., Jan. 28, 2016 /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
announced that it has entered into a Cooperation Agreement with
Engaged Capital, LLC. Under the terms of the agreement,
HeartWare and Engaged Capital will jointly select an additional
independent director to be appointed to the HeartWare Board of
Directors. This appointed director will stand for election at
HeartWare's 2016 Annual Meeting of Stockholders. In addition,
HeartWare has agreed to establish a business strategy committee,
consisting of five directors, including the newly appointed
director. Engaged Capital has agreed to withdraw its
previously nominated slate of directors for election at the Annual
Meeting. Further, in connection with the company's
announcement of the termination of its proposed transaction with
Valtech Cardio, Ltd., Engaged Capital will not pursue its
solicitation of proxies in opposition to the Valtech
transaction.
"We have maintained an open dialogue with Engaged Capital over
the last several months, and following recent, constructive
discussions, we are pleased to have reached an agreement with
them," said Doug Godshall, President
and Chief Executive Officer. "We look forward to working
collaboratively to select a new, highly qualified, independent
director who will bring a complementary perspective and further
strengthen our Board of Directors."
"We are pleased to have reached an amicable resolution with
HeartWare following the termination of the Valtech
transaction. We appreciate the steps the company has taken
today to maintain focus on its core ventricular assist device (VAD)
business," said Glenn W. Welling,
Principal and Chief Investment Officer at Engaged Capital.
"We invested in HeartWare because we are confident in the strength
of HeartWare's core VAD business and in the significant opportunity
for growth within the global mechanical circulatory support
market. We believe HeartWare's VAD franchise is significantly
undervalued and that additional objective, financial perspectives
represented on the Board can help support HeartWare's efforts to
drive growth and enhance shareholder value."
Pursuant to the Cooperation Agreement, Engaged Capital has
agreed to vote all of its shares in favor of HeartWare's nominees
at the 2016 Annual Meeting of Stockholders, and has agreed to a
customary standstill provision. With the recent appointment
of Stephen Oesterle, M.D., and the
additional independent director, the Board of Directors will expand
to ten directors.
HeartWare's 2016 Annual Meeting of Stockholders, which
historically has been held in June, has not yet been
scheduled. HeartWare stockholders are not required to take
any action at this time.
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 47 countries. The device is also currently the subject
of a U.S. clinical trial for destination therapy. For
additional information, please visit www.heartware.com.
HeartWare International, Inc. is a member of the Russell
2000®, and its securities are publicly traded on The
NASDAQ Stock Market.
HEARTWARE, HVAD, MVAD, PAL, SYNERGY, CIRCULITE and HeartWare
logos are registered trademarks of HeartWare, Inc.
About Engaged Capital
Engaged Capital, LLC ("Engaged Capital") was established in 2012
by a group of professionals with significant experience in activist
investing in North America and was
seeded by Grosvenor Capital Management, L.P., one of the oldest and
largest global alternative investment managers. Engaged Capital is
a limited liability company owned by its principals and formed to
create long-term shareholder value by bringing an owner's
perspective to the managements and boards of undervalued public
companies. Engaged Capital manages both a long-only and long/short
North American equity fund. Engaged Capital's efforts and resources
are dedicated to a single investment style, "Constructive Activism"
with a focus on delivering superior, long-term, risk-adjusted
returns for investors. Engaged Capital is based in Newport Beach, California.
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: sustained future growth, strength of HeartWare's
core ventricular assist business, growth within the global
mechanical circulatory support market, director selection and
qualification, and enhanced shareholder value. 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 Securities and Exchange Commission (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.
For additional information:
Christopher Taylor
HeartWare International, Inc.
Email: ctaylor@heartware.com
Phone: +1 508 739 0864
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SOURCE HeartWare International, Inc.