FRAMINGHAM, Mass. and
SALT LAKE CITY, March 29, 2012 /PRNewswire/ -- HeartWare
International, Inc. (NASDAQ: HTWR, ASX: HIN), which develops and
manufactures miniaturized ventricular assist devices, and World
Heart Corporation (NASDAQ: WHRT), which has been engaged in the
development of left ventricular assist devices, announced today
that they have entered into a definitive merger agreement under
which HeartWare will acquire WorldHeart for consideration of
US$8 million, which will be paid in
shares of HeartWare common stock or cash, at HeartWare's
election.
"WorldHeart has been an important participant in the development
of ventricular assist therapies for many years and has amassed over
one hundred patents and patent applications. In line with our
goal to be a leader in the VAD market for years to come, we believe
that bolstering our patent portfolio and adding WorldHeart's
technologies broadens our options for the future," said
Doug Godshall, President and CEO of
HeartWare. "While we are intensely focused on the FDA panel
for our HVAD® System next month, and commencement of first-in-man
studies for our MVAD® System mid-year, we look forward to
integrating WorldHeart's technologies and members of its talented
team into our research efforts."
J. Alex Martin, WorldHeart's
President and CEO, added, "We are excited to see the MiFlow™ VAD
and related magnetic levitation technology placed in the hands of
an experienced and innovative company like HeartWare. We are
confident that the WorldHeart technology will broaden and
complement HeartWare's product and IP portfolio."
Under the merger agreement, each share of WorldHeart common
stock will either be converted into the right to receive the number
of shares of HeartWare common stock equal to the quotient
determined by dividing per share merger consideration by the
average of the per share closing prices of HeartWare common stock
on NASDAQ during the ten consecutive trading days ending on (and
including) the trading day that is one calendar day prior to the
date of the closing of the transaction or cash equal to the per
share merger consideration at HeartWare's election. The per
share merger consideration will be determined by dividing
$8 million by the number of shares of
WorldHeart common stock outstanding on a fully diluted basis
(excluding out of the money options and warrants and warrants
subject to a put right), or approximately $0.29 per share at today's fully diluted
WorldHeart common stock outstanding. The boards of directors
of both companies have approved the transaction. The
transaction is subject to the approval of WorldHeart's stockholders
and satisfaction of other customary closing conditions.
HeartWare stockholder approval is not required.
In connection with the merger, certain stockholders of
WorldHeart have entered into voting agreements with HeartWare
pursuant to which they have agreed to vote a certain number of
their shares of WorldHeart common stock in favor of the merger at
the WorldHeart stockholders' meeting.
Upon the closing of the transaction, which is expected within
approximately 90 days, WorldHeart's operations will be integrated
into those of HeartWare.
About HeartWare International
HeartWare International develops and manufactures miniaturized
implantable heart pumps, or ventricular assist devices, to treat
Class IIIB / IV patients suffering from advanced heart
failure. The HeartWare® Ventricular Assist System features
the HVAD® pump, a small full-output circulatory support device (up
to 10L/min flow) designed to be implanted next to the heart,
avoiding the abdominal surgery generally required to implant
competing devices. HeartWare has received CE Marking for the
HeartWare System in the European Union and TGA approval in
Australia. The device is currently the subject of
United States clinical trials for
two indications: bridge-to-transplant and destination
therapy. For additional information, please visit
www.heartware.com.
About WorldHeart
WorldHeart is a developer of mechanical circulatory support
systems based in Salt Lake City,
Utah. WorldHeart's registered office is in Delaware, USA.
Use of Forward-Looking Statements
Statements contained in this Report, including regarding the
upcoming FDA panel review of HeartWare's Premarket Approval
application, statements regarding the benefits of the transaction
and statements about the expected timing of the transaction 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.
Forward looking statements are generally identifiable by the use of
the words "believes," "views," "expects," "projects," "hopes,"
"could," "will," "intends," "should," "estimate," "would," "may,"
"anticipates," "plans", "target", "goal" or the negative of these
words or other variations on these words or comparable
terminology. These forward-looking statements are subject to
a number of risks and uncertainties that may cause actual results
to differ materially from those contained in the forward-looking
information, and are based on the current expectations, estimates,
forecasts and projections of HeartWare and WorldHeart. The
following factors, among others, could cause actual results to
differ materially from those described in the forward-looking
statements: economic, business, competitive, and/or regulatory
factors affecting the businesses of HeartWare and WorldHeart
generally, including those set forth in the filings of HeartWare
and WorldHeart with the Securities and Exchange Commission,
especially in the "Risk Factors" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" sections
of their respective annual reports on Form 10-K and quarterly
reports on Form 10-Q, their current reports on Form 8-K and other
SEC filings. These forward-looking statements speak only as
of the date hereof. HeartWare and WorldHeart undertake no
obligation to publicly release the results of any revisions or
updates to these forward-looking statements that may be made to
reflect events or circumstances after the date hereof, or to
reflect the occurrence of unanticipated events.
Additional Information and Where You Can Find It
HeartWare will file a Registration Statement on Form S-4
containing a proxy statement/prospectus and other documents
concerning the proposed acquisition and WorldHeart will file a
proxy statement and other documents concerning the acquisition, in
each case with the Securities and Exchange Commission (the
"SEC"). Investors are urged to read the 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 WorldHeart with the SEC at the
SEC's web site at http://www.sec.gov. The proxy
statement/prospectus and other documents may also be obtained for
free by contacting HeartWare Investor Relations by e-mail at
enquiries@heartware.com.au or by telephone at 781.739.0864 or by
contacting WorldHeart Investor Relations by e-mail at
investors@worldheart.com or by telephone at 801.355.6255.
HeartWare, WorldHeart 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 merger. A description of the
interests in HeartWare of its directors and executive officers is
set forth in HeartWare's statement for its 2011 Annual Meeting of
Shareholders, which was filed with the SEC on April 8, 2011. This document is available
free of charge at the SEC's web site at www.sec.gov or by going to
HeartWare's Investors page on its corporate web site at
www.heartware.com. Information concerning WorldHeart's
directors and executive officers is set forth in WorldHeart's proxy
statement for its 2011 Annual Meeting of Shareholders, which was
filed with the SEC on May 2,
2011. This document is available free of charge at the SEC's
web site at www.sec.gov or by going to WorldHeart's Investors page
on its corporate web site at www.worldheart.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 merger, and a description of their
direct and indirect interests in the proposed merger, which may
differ from the interests of HeartWare stockholders or WorldHeart
shareholders, generally will be set forth in the proxy
statement/prospectus when it is filed with the SEC.
Contact Information
For HeartWare information:
Christopher Taylor
HeartWare International, Inc.
Email: ctaylor@heartwareinc.com
Phone: +1 508 739 0864
For WorldHeart information:
Morgan Brown
World Heart Corporation
Email: morgan.brown@worldheart.com
Phone: +1 801 303 4361
SOURCE HeartWare International, Inc.