FRAMINGHAM, Mass., Nov. 3, 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, announced
today that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (the "HSR Act") for its
acquisition of Valtech Cardio, Ltd. ("Valtech"), has expired.
The expiration of the HSR Act waiting period satisfies the
closing condition related to antitrust approvals for the proposed
transaction, which remains subject to approval by HeartWare's and
Valtech's shareholders and other customary closing conditions.
This transaction was approved by the Boards of Directors of
HeartWare and Valtech, with holders of more than 70% of Valtech's
shares having signed support agreements committing to the
transaction. The transaction, which was announced on
September 1, 2015, is expected to be
consummated in early 2016.
Additional information concerning the proposed transaction is
included in the preliminary proxy statement/prospectus, which was
filed with the Securities and Exchange Commission (SEC) on
October 16, 2015 and can be accessed
on the SEC's website at http://www.sec.gov/HWGlobal.
The HSR Act is a U.S. regulatory provision that requires parties
to submit a detailed filing of a proposed merger or acquisition
with the U.S. Federal Trade Commission and Department of
Justice. The agencies then require a waiting period while
they review the filing to determine that the transaction will not
adversely affect U.S. commerce under the antitrust laws.
About Valtech Cardio
Valtech Cardio, Ltd., founded in
2005, is a privately held company specializing in the development
of devices for mitral and tricuspid valve repair and replacement.
Valtech Cardio has full, in-house development, manufacturing, and
clinical research capabilities, and over 130 patents and patent
applications. The company, comprised of multidisciplinary
development teams, works in close collaboration with world-renowned
heart specialists to provide the best possible therapy for mitral
patients. Funded in part from investments made by HeartWare
International, Inc. (Nasdaq: HTWR) and other private investors,
Valtech Cardio is headquartered in Or Yehuda, Israel. For
more information, visit the company's website:
www.valtechcardio.com.
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, HVAD, MVAD, PAL, SYNERGY, CIRCULITE and HeartWare
logos are trademarks of HeartWare, Inc. or its affiliates. VALTECH,
CARDIOBAND, CARDINAL, CARDIOVALVE, V-CHORDAL and Valtech logos are
trademarks of Valtech Cardio, Ltd.
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 acquisition of Valtech Cardio, Ltd. 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 To Find It
In
connection with the proposed Transactions, HW Global, Inc.
("Holdco"), has filed a Registration Statement on Form S-4 that
contains a preliminary proxy statement/prospectus, which is not yet
final and will be amended. Holdco intends to file a final
prospectus and other relevant materials and HeartWare intends to
file a definitive proxy statement and other relevant materials with
the SEC in connection with the proposed Transactions. Investors and
security holders of HeartWare and Valtech are urged to read these
materials when they become available because they will contain
important information about HeartWare, Valtech and the
Transactions. The proxy statement/prospectus and other relevant
materials (when they become available), and any other documents
filed by Holdco or HeartWare with the SEC, may be obtained free of
charge at the SEC website at www.sec.gov. In addition, investors
and security holders may obtain free copies of the documents filed
with the SEC by Holdco or HeartWare by directing a written request
to HeartWare's investor relations department at HeartWare
International, Inc., 500 Old Connecticut Path, Framingham, MA 01701, Attention: Investor
Relations. Investors and security holders are urged to read the
proxy statement/prospectus and the other relevant materials when
they become available before making any voting or investment
decision with respect to the Transactions.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended (the "Securities Act").
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 the HeartWare HVAD System and
introduction of the MVAD System; timing, progress and outcomes of
clinical trials; regulatory and quality compliance; research and
development activities; consummation of our proposed acquisition of
Valtech and our ability to take advantage of acquired and pipeline
technology. 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. 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 Securities and Exchange Commission. 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 Securities and Exchange
Commission.
Contact:
Christopher
Taylor
HeartWare International, Inc.
Email: ctaylor@heartware.com
Phone: +1 (508) 739 0864
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SOURCE HeartWare International, Inc.