Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
November 16 2021 - 4:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT
OF 1934
For the month of November 2021
Commission file number: 001-38775
ITAMAR MEDICAL LTD.
(Name of registrant)
9 Halamish Street, Caesarea 3088900,
Israel
(Address of principal executive
office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F
x Form 40-F ¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
This Form 6-K is being incorporated by reference
into the Registrant’s Form F-3 Registration Statements File Nos. 333-252364 and 333-250155 and Form S-8 Registration Statements
File Nos. 333-236883 and 333-230799.
CONTENTS
Itamar
Medical Ltd. (the “Company” or the “Registrant”) hereby announces that, at the Special and 2021
Annual General Meeting of Shareholders held on November 16, 2021 (the “Meeting”), the Company’s shareholders
approved, by the requisite majority vote, (1) the previously announced acquisition of the Company by ZOLL Medical Corporation
(“Parent”), including the transactions and arrangements contemplated under the Agreement and Plan of Merger, dated
September 13, 2021 (the “Merger Agreement”), by and among the Company, Parent, and the other parties thereto (the
so-called “Merger Proposal”, as described in more detail in the Company’s proxy statement for the Meeting, which
was attached as Exhibit 99.1 to the Company’s Report of Foreign Private Issuer on Form 6-K, furnished to the Securities
and Exchange Commission (“SEC”) on October 14, 2021 (the “Proxy Statement”), and (2) all
of the other five proposals presented to the shareholders at the Meeting, each of which is described in the Proxy Statement.
At the Meeting,
approximately 301.8 million ordinary shares of the Company, representing approximately 99.99% of the votes cast on the Merger Proposal
(which are neither held by Parent nor its affiliates), voted in favor of the Merger Proposal.
Subject
to the satisfaction or waiver of the closing conditions set forth in the Merger Agreement, the Company expects that the closing of the
transactions contemplated by the Merger Agreement will be completed in December 2021, following the expiration of a mandatory 30-day
waiting period following the shareholder approval in accordance with Israeli law.
At
the closing of the transaction, all holders of (i) the ordinary shares of the Company, outstanding immediately prior to the
effective time of the merger, will be entitled to receive $1.0333333 in cash for each ordinary share, without interest and subject to
applicable withholding taxes and (ii) the American Depositary Shares, each representing thirty (30) ordinary shares of the Company
(“ADSs”), outstanding immediately prior to the effective time of the merger, will be entitled to receive $31.00 in
cash for each ADS, without interest and subject to applicable withholding taxes and a cancellation fee of $0.05 per one
(1) ADS.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains certain information
which may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to
future events that are based on current expectations, estimates, forecasts and projections. These statements are subject to risks and
uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking
statements. All statements other than statements of historical fact or relating to present facts or current conditions included in this
communication are forward-looking statements. Such forward-looking statements include, among others, the Company’s current expectations
and projections relating to its financial condition, results of operations, plans, objectives, future performance, business and relating
to the closing of the transactions contemplated by the Merger Agreement, including the timing thereof.
Forward-looking statements can usually be identified by the use of terminology such as “anticipate,” “believe,”
“could,” “continue,” “estimate,” “expect,” “goals,” “intend,”
“likely,” “may,” “might,” “plan,” “project,” “seek,” “should,”
“target,” “will,” “would,” and variations of such words and similar expressions. Those risks, uncertainties
and assumptions include, (i) the risk that the proposed transaction may not be completed in a timely manner or at all, which may
adversely affect the Company’s business and the price of the ordinary shares and ADSs of the Company, (ii) the failure to satisfy
any of the conditions to the consummation of the proposed transaction, (iii) the occurrence of any event, change or other circumstance
that could give rise to the termination of the Merger Agreement, (iv) the effect of the announcement or pendency of the proposed
transaction on the Company’s business relationships, operating results and business generally, (v) risks that the proposed
transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction,
(vi) risks related to diverting management’s attention from the Company’s ongoing business operations, (vii) the
outcome of any legal proceedings that may be instituted against the Company related to the Merger Agreement or the proposed transaction,
(viii) unexpected costs, charges or expenses resulting from the proposed transaction, and (ix) other risks described in the
Company’s filings with the SEC, such as its Annual Reports on Form 20-F and the Proxy Statement.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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ITAMAR MEDICAL LTD.
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By:
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/s/ Shy Basson
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Shy Basson
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Chief Financial Officer
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Date: November 16, 2021
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