DUBLIN - Aug. 26, 2016 -
Medtronic plc (NYSE: MDT), on behalf of its indirect, wholly-owned
subsidiary HeartWare International, Inc., today announced that, in
connection with the completion of the acquisition of HeartWare by
Medtronic, HeartWare has commenced an offer to repurchase (the
"Convertible Notes Repurchase Offer"), at the option of each
holder, any and all of its outstanding 3.50% Convertible Senior
Notes due 2017 (the "2017 Notes") and 1.75% Convertible Senior
Notes due 2021 (the "2021 Notes," and together with the 2017 Notes,
the "Notes"). On August 23, 2016, pursuant to the terms and
conditions of a definitive merger agreement between the companies,
Medtronic completed the tender offer for all of the outstanding
shares of common stock of HeartWare, consummated the merger of
HeartWare with a wholly-owned subsidiary of Medtronic and
terminated trading of HeartWare's common stock on The Nasdaq Stock
Market LLC, each of which constituted a Fundamental Change (as
defined in each of the indentures governing the Notes (the
"Indentures") ) and a Make-Whole Fundamental Change (as defined in
each of the Indentures), triggering HeartWare's obligation to
commence the Convertible Notes Repurchase Offer and the conversion
rights described below.
Pursuant to the terms of the Indentures, each
holder of the Notes has the right (the "Fundamental Change
Repurchase Right"), at the holder's option, to require HeartWare to
repurchase for cash such holder's Notes, or any portion of the
principal amount thereof that is equal to $1,000 or an integral
multiple of $1,000, on September 27, 2016 (the "Fundamental Change
Repurchase Date"). The repurchase price (the "Fundamental Change
Repurchase Price") to be paid by HeartWare for Notes validly
surrendered and not validly withdrawn is equal to 100% of the
principal amount of the Notes to be repurchased, plus accrued and
unpaid interest thereon, if any, to, but excluding, the Fundamental
Change Repurchase Date.
Holders may exercise their Fundamental Change
Repurchase Right by providing notice in accordance with The
Depositary Trust Company's ("DTC") applicable procedures (the
"Fundamental Change Repurchase Notice") to Wilmington Trust,
National Association, as tender agent (the "Tender Agent"), at any
time on or before 5:00 p.m. Eastern time on September 26, 2016 (the
"Fundamental Change Expiration Time") and by delivering the Notes
described in the Fundamental Change Repurchase Notice to the Tender
Agent through book-entry transfer on or after delivery of the
Fundamental Change Repurchase Notice.
Any holder may withdraw its submission of a
Fundamental Change Repurchase Notice with respect to any Notes, in
whole or in part, by delivering a written notice of withdrawal in
accordance with DTC's applicable procedures to the Tender Agent at
any time prior to the Fundamental Change Expiration Time.
In addition, Medtronic has also announced on
behalf of HeartWare that, pursuant to the terms of the Indentures,
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"). HeartWare'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, holders
will be entitled to receive $580.00 in cash per $1,000 principal
amount of 2017 Notes or 2021 Notes validly surrendered for
conversion. The right of holders to convert their Notes is separate
from the Fundamental Change Repurchase Right. If a holder delivers
a Fundamental Change Repurchase Notice to the Tender Agent, such
holder may not surrender such Notes for conversion unless the
holder withdraws such Fundamental Change Repurchase Notice prior to
the Fundamental Change Expiration Time. The value
that a holder will receive if such holder converts the Notes prior
to the end of the Conversion Period is substantially less than the
funds that such holder will receive if such holder validly
exercises its Fundamental Change Repurchase Right.
Holders should review the Fundamental Change
Repurchase Right Notice, Notice of Right to Convert, Notice of
Entry into Supplemental Indenture and Offer to Repurchase, dated
August 26, 2016 (the "Notice"), carefully and should consult with
their own financial and tax advisors. None of HeartWare or
Medtronic or any of their respective affiliates, or any of its or
their respective board of directors, employees, advisors or
representatives or Wilmington Trust, National Association, in its
capacity as trustee, tender agent, paying agent or conversion agent
with respect to the Notes, is making any representation or
recommendation to any holder as to whether or not to surrender or
convert that holder's Notes.
The tender agent, paying agent and conversion
agent with respect to the Notes 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 for the Convertible Notes Repurchase Offer is The
Proxy Advisory Group, LLC, 18 East 41st Street,
Suite 2000, New York, New York 10017, (844) 583-6337 or (844)
5-TENDER. Any questions or requests for assistance in connection
with the Convertible Notes Repurchase Offer or conversion of the
Notes may be directed to The Proxy Advisory Group, LLC. The Notice
is being sent by (or on behalf of) HeartWare to DTC as sole record
owner of the Notes.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES
ONLY AND DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF
AN OFFER TO SELL THE NOTES. THE CONVERTIBLE NOTES REPURCHASE OFFER
IS BEING MADE ONLY PURSUANT TO A TENDER OFFER STATEMENT (INCLUDING
THE NOTICE AND RELATED MATERIALS) THAT HEARTWARE WILL FILE WITH THE
SECURITIES AND EXCHANGE COMMISSION ("SEC") AND THEREAFTER
DISTRIBUTE TO NOTEHOLDERS. NOTEHOLDERS AND INVESTORS SHOULD READ
CAREFULLY THE TENDER OFFER STATEMENT BECAUSE IT CONTAINS IMPORTANT
INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE
CONVERTIBLE NOTES REPURCHASE OFFER. NOTEHOLDERS CAN OBTAIN THESE
DOCUMENTS WHEN THEY ARE FILED AND BECOME AVAILABLE FREE OF CHARGE
FROM THE SEC'S WEBSITE AT WWW.SEC.GOV OR BY CONTACTING MEDTRONIC AT
INVESTOR.RELATIONS@MEDTRONIC.COM.
About Medtronic
Medtronic plc (www.medtronic.com), headquartered in Dublin,
Ireland, is among the world's largest medical technology, services
and solutions companies - alleviating pain, restoring health and
extending life for millions of people around the world. Medtronic
employs more than 88,000 people worldwide, serving physicians,
hospitals and patients in approximately 160 countries. The company
is focused on collaborating with stakeholders around the world to
take healthcare Further, Together.
Any forward-looking statements,
including, but not limited to, statements regarding the timing and
closing of the Convertible Notes Repurchase Offer or conversion of
the Notes, are subject to risks and uncertainties such as those
described in Medtronic's and HeartWare's periodic reports on file
with the Securities and Exchange Commission. Actual results may
differ materially from anticipated results. Medtronic cautions
investors not to place considerable reliance on the forward-looking
statements contained in this press release. These forward-looking
statements speak only as of the date of this document, and
Medtronic undertakes no obligation to update or revise any of these
statements.
-end-
Contacts:
Fernando Vivanco
Public Relations
+1-763-505-3780
Ryan Weispfenning
Investor Relations
+1-763-505-4626
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Medtronic plc via Globenewswire
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